Aneo Renewables Holding AS, St1 Nordic Oy and HitecVision New Energy Fund AS managed by HitecVision AS made an mandatory cash tender offer to acquire the remaining stake in Biokraft International AB (OM:BIOGAS) for SEK 400 million on February 2, 2024. Aneo Renewables, St1 Nordic and HitecVision New Energy will acquire Biokraft International for SEK 20.65 per share. The Offer is not subject to any financing condition. 1Vision Biogas will finance the Offer with equity. As of the date of this announcement, 1Vision Biogas owns 23,977,232 shares in Biokraft, which corresponds to approximately 55.0% of the total number of shares and votes in Biokraft. In addition, St1's CEO, being also the chairman of the board of 1Vision Biogas, Henrikki Talvitie owns 65,170 shares in Biokraft, which corresponds to approximately 0.15% of the total number of shares and votes in Biokraft. The acceptance period for the Offer commences on February 5, 2024 and expires on March 11, 2024. Settlement is expected to begin around March 15, 2024, provided that the condition for the Offer is fulfilled no later than around March 13, 2024. In the event 1Vision Biogas, whether in connection with the Offer or otherwise, becomes the owner of more than 90% of the shares in Biokraft, 1Vision Biogas intends to commence a compulsory acquisition procedure in respect of the remaining shares in Biokraft in accordance with the Swedish Companies Act. Insofar 1Vision Biogas becomes the owner of more than 90% of the shares in Biokraft, 1Vision Biogas intends to promote a delisting of Biokraft's shares from Nasdaq First North Premier Growth Market. Completion of the Offer is conditional upon the Offer, and the acquisition of Biokraft, receiving all necessary regulatory, governmental or similar clearances, approvals and decisions, including approvals and clearances from competition and foreign direct investment (FDI) authorities, in each case on terms which, in 1Vision Biogas' opinion, are acceptable.

On February 15, 2024, 1Vision Biogas announced that all necessary authority approvals for the completion of the Offer had been obtained and that 1Vision Biogas considered that the offer condition relating to obtaining regulatory permits had been met.

In light of, and subject to, the above, KPMG conclude that the offer of SEK 20.65 per share, which 1 Vision has offered, is not fair to the shareholders of the Biokraft from a financial perspective. The Board of Directors realizes that the Company is currently operating in an uncertain economic environment and that the proposed rights issue, recommends shareholders with a short-term investment horizon and/or a lower risk tolerance as well as those who lack the possibility or willingness to invest additional capital to accept the Offer and the shareholders with a long-term investment horizon and/or a higher risk tolerance as well as a willingness to invest additional capital to secure the Company?s funding needs in the proposed rights issue and the Company?s growth journey towards the operational production targets should evaluate the situation carefully and consider retaining their ownership. As on March 13, 2024, 1Vision Biogas announces outcome of the mandatory cash offer to the shareholders of Biokraft and extends the acceptance period; At the end of the acceptance period, the Offer had been accepted by shareholders holding in total 17,521,047 shares in Biokraft, corresponding to approximately 40.2 per cent of the total number of shares and votes in Biokraft. As a result, 1Vision Biogas controls 41,498,279 shares in Biokraft in total, corresponding to approximately 95.2 per cent of the total number of shares and votes in Biokraft. Settlement in respect of shares tendered during the acceptance period will begin on or around March 15, 2024. The offer period has extended to March 27, 2024.

The Board of Directors of Biokraft International has engaged ABG Sundal Collier AB as financial advisor and Cirio Advokatbyrå AB as legal advisor in relation to the Offer. KPMG AB provided fairness opinion to Board of Directors of Biokraft International. Christian Lindhé, Erik Sjöman, Jesper Ottergren, Sofie Nordgren, Pär Remnelid, Rikard Azelius of Vinge acted as legal advisor and Danske Bank A/S, Sverige Filial acted as a financial adviser to 1Vision Biogas.