Arribatec AS entered into a share exchange agreement to acquire Hiddn Solutions ASA (OB:HIDDN) for approximately NOK 520 million in a reverse merger transaction on September 4, 2020. The transaction will be settled by issuance of new shares in Hiddn, each valued at NOK 0.94 per share. Shareholders in Hiddn will receive NOK 50 million in dividend prior to the closing of the transaction, corresponding to NOK 0.56 per share. Following the dividend payment and completion of the transaction, the shareholders of Arribatec will on a 100% basis receive in total 359.6 million new shares in Hiddn. Under the terms of the transaction, Hiddn will on and subject to closing of the agreement, acquire 1.32 million A-shares of Arribatec, while closing of the agreement is subject to Hiddn having been granted an option to purchase the remaining 0.63 million A-shares of Arribatec for the same consideration. The A-shares constitute in total approximately 76.5% of the shares and 96.8% of the votes of Arribatec. The consideration shares to be issued to the shareholders of Arribatec in connection with the proposed acquisition will be subject to an extensive lock-up period.

In a related transaction, Arribatec has completed a private placement of 0.85 million new shares to certain of Hiddn's shareholders. Hiddn Solutions ASA intends to change its name to Arribatec ASA upon completion of the transaction. The transaction is subject to satisfactory due diligence, necessary corporate approvals of Hiddn and Arribatec and consent to the option and undertaking to support the merger by holders of the remaining A-shares and shareholder approval at an Extraordinary General Meeting of a dividend of NOK 50 million in Hiddn. As of October 28, 2020, all conditions of the agreement have been fulfilled. The agreement is expected to be closed in October 2020. Carnegie AS acted as financial advisor to Arribatec and Hiddn. Andreas Kildal and Christian Vestheim of Advokatfirmet CLP DA acted as legal advisors for Arribatec.