CRAYON GROUP HOLDING ASA Oslo ,7 September 2021 at09:30 CEST : Reference is made to the announcement byCrayon Group Holding ASA ("Crayon") on6 July 2021 regarding Crayon having signed a binding agreement withRhipe Limited ("Rhipe ") for an offer to acquire all shares inRhipe by way of a Scheme of Arrangement ("Scheme"). Crayon is pleased to provide the following update in relation to the Scheme.The Supreme Court of New South Wales ("Court") has today made orders: - thatRhipe convene a meeting ofRhipe shareholders to consider and vote on the proposed Scheme ("Scheme Meeting"); and - approving the despatch of an explanatory statement providing information about the Scheme and notice of Scheme Meeting ('Scheme Booklet"). Further, the Scheme Booklet has today been registered with theAustralian Securities and Investments Commission . The Scheme Booklet includes a copy of an independent expert's report prepared byKPMG Financial Advisory Services (Australia) Pty Ltd ("Independent Expert") in which the Independent Expert has concluded that the Scheme, in the absence of a superior proposal, is in the best interests ofRhipe's shareholders and that the AUD$2.50 per share offered by Crayon is within the range of the assessed full underlying value of the shares inRhipe . Crayon has been informed by the Rhipe Board that, on the basis of the above, the Rhipe Board continues to unanimously recommend thatRhipe shareholders vote in favour of the Scheme at the Scheme Meeting in the absence of a superior proposal, and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests ofRhipe shareholders. Further, that eachRhipe director intends to vote all of itsRhipe shares held or controlled by such director in favour of the Scheme, subject to the same qualification. The Scheme Meeting will be held virtually on Monday,11 October 2021 at11.00 am (Sydney time). If the Scheme is approved at the Scheme Meeting and all relevant conditions of the Scheme are satisfied or waived, it is expected thatRhipe will apply to the Court for orders approving the Scheme in midOctober 2021 , with implementation of the Scheme and Crayon acquiring allRhipe shares in earlyNovember 2021 . For further information, please contact: Jon Birger Syvertsen Chief Financial Officer,Crayon Group Holding ASA Tel.: +47 97 19 92 51 Email: Jon.Birger.Syvertsen@crayon.com About CrayonCrayon Group Holding ASA is a leading IT advisory firm in software and digital transformation services. With unique IP tools and skilled employees, Crayon help optimize its clients' ROI from complex software technology investments. Crayon have long experience within volume software licensing optimization, digital engineering, predictive analytics and assists the clients through all phases of the process of a digital transformation. Headquartered inOslo, Norway , the company has approximately 2,500 employees in 50 offices worldwide. This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published byJon Birger Syvertsen , Chief Financial Officer,Crayon Group Holding ASA , at the date and time as set out above.
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