Contemplated voluntary cash offer to acquire all shares in Carasent ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

EG Norge AS ("EG" or the "Offeror") contemplates launching a voluntary cash
offer to acquire all outstanding shares of Carasent ASA ("Carasent" or the
"Company) at a price of NOK 20 per share (the "Offer").
 
The Offer represents a premium of (i) 81.8% to closing price the last trading
day before Carasent published the Q1 2024 report including the revised financial
targets (23 April 2024), (ii) 40.0% to the volume-weighted average price
("VWAP") since publishing the Q1 2024 report (24 April 2024), and (iii) 78.0% to
the last 30 trading days VWAP prior to Carasent publishing the Q1 2024 report.

The Offer has already received strong support from key shareholders representing
34.0 per cent of the share capital of the Company, who have given irrevocable
undertakings to, subject to customary conditions, accept the Offer once
launched. Acceptance undertakings representing 31.3% of the share capital of the
Company may only be withdrawn if the offer period in respect of the Offer is not
commenced on or prior to 16:30 (CEST time) on 31 July 2024 or a third party
makes a competing offer with a consideration representing at least a 50% premium
to the Offer Price that is not matched by the Offeror. 

It is expected that the Offer will be subject to customary conditions, including
acceptance level and any regulatory approvals required. The Offer will not be
subject to or conditional upon financing.  
EG is a market leading vendor of Nordic vertical software for private and public
customers. EG's Software-as-a-Service offerings are developed by specialists
with deep industry and domain knowledge, supporting business-critical and
administrative processes. 

" We are impressed with the scale and quality of the business that the Carasent
team has built. In our view, there is a clear strategic fit between Carasent and
EG. Combining the forces of Carasent and EG will enable us to create an even
stronger player within healthcare and social care. It requires scale to fully
capture the opportunities and win in the rapidly changing market.
     
We therefore believe a combination of Carasent and EG will be in the best
interest of the employees, customers and other stakeholders of the two companies
" says Mikkel Bardram, CEO of EG.  

Launch of the Offer is subject to, inter alia, a customary confirmatory due
diligence of key commercial, financial, technical and legal aspects of the
Company with a focus on confirming key assumptions. EG will do so with an
experienced team who have conducted more than 35 acquisitions in the past four
years, and looks forward to engaging with the Carasent management team to
complete the confirmatory due diligence without delay. 
  
EG initiated formal contact with the board of directors of Carasent on 4 April
2024 by submitting an indicative offer letter outlining key terms of the Offer.
EG had at that time already received strong support from shareholders
representing 31.3% per cent of the share capital of the Company, including the
Company's largest shareholder, Acapital Cara Holdco AS and a group consisting of
Johan Lindqvist, former Chairman, Dennis Höjer, former CEO, Niclas Hugosson,
founder and CPO in Carasent, and Jesper Jannerberg, former CEO. 

Based on the strong offer and key shareholder support, EG requested customary
due diligence access in order to be able to confirm key offer assumptions.
However, EG and the board of directors of Carasent have to date not been able to
reach an agreement for EG to commence its confirmatory due diligence. The board
of directors has, inter alia, required that EG commits to not making the offer
known to the shareholders in Carasent in the event the board ultimately decides
not to recommend the Offer. EG cannot accept to limit its ability to let the
shareholders themselves consider whether or not to accept the Offer. EG has
therefore not seen any other option than to announce its intention to launch the
Offer, while reiterating its request to the board of directors of Carasent to
allow EG to conduct a confirmatory due diligence without undue delay. EG is of
the firm opinion that a public announcement of its intention to launch the Offer
is in the best interest of all stakeholders of Carasent, including its
shareholders, employees and customers. 

As further evidence of the attractiveness of the Offer, EG has over the past few
days secured additional irrevocable undertakings to accept the Offer from
shareholders representing 2.7 per cent, bringing the total up to 34.0 per cent
of the share capital of the Company. 
 
The complete details of any launched Offer, including all terms and conditions,
will be included in an offer document (the "Offer Document") to be sent to the
Company's shareholders. This notification does not constitute an offer. The
Offer will only be made on the basis of the Offer Document and can only be
accepted pursuant to the terms of the Offer Document. The Offer will not be made
in any jurisdiction in which the making of the Offer would not be in compliance
with the laws of such jurisdiction. 

Carnegie AS is acting as financial advisor to EG in connection with the Offer,
and Arntzen de Besche Advokatfirma AS is acting as legal advisor.
 
CONTACT

Per Roholt, Communications Manager, [phone], [e-mail]

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offeror assumes no responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer,
future plans and objectives of the Offeror are forward-looking statements that
involve risk and uncertainties. There can be no assurances that such statements
will prove to be accurate and actual results could differ materially from those
anticipated in such statements.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange