Kalera AS agreed to acquire &ever GmbH from Harald Schrot, Mark Korzilius, Isabel von Sethe, Nox Culinary General Trading Company LLC and Schmidt Group Gmbh for approximately €110 million on August 11, 2021. Under the terms of the agreement, &ever GmbH shareholders will receive €21.6 million in cash and 27.8 million in Kalera shares. The consideration will include the purchase of all 58,082 shares in &ever GmbH where in Kalera will acquire 10,290 &ever shares for consideration in cash and the remaining 47,792 &ever shares against the issuance of in total 27,856,081 new shares. Harald Schrott will sell 15,690 shares and receive 9,144,997 as consideration, Mark Korzilius will sell 10,791 shares and receive 6,289,944 shares as consideration, Isabel von Sethe will sell 3,810 shares and receive 2,220,545 shares as consideration, Nox Culinary General Trading Company LLC will sell 11,347 shares and receive 6,613,673 shares as consideration, SCHMIDT GROUP GmbH will sell 6,154 and receive 3,586,922 shares as consideration. The cash consideration will be financed through a debt facility provided by DNB or by other financing sources available to Kalera. The company will be wholly owned by Kalera AS upon closing of the transaction. &ever GmbH will be renamed to Kalera GmbH. &ever's management team will join Kalera. In addition, one member of &ever's Board will join Kalera's Board. Henner Schwarz, Chief Executive Officer of &ever who will serve as Managing Director of EMEA and Asia for the combined entity. Daniel Malechuk who will serve as Chief Executive Officer of the combined company.

The transaction is subject to customary closing conditions, including a resolution of the Kalera general meeting to issue the consideration shares to the &ever shareholders. It is expected that the transaction will be completed by the end of September 2021. Klaus Bader, Bernd Dreier, Sebastian Frech, Frank Regelin and Tino Duttinà of Norton Rose Fulbright LLP acted as legal advisors to &ever GmbH. Markus Muhs, David Dixter and Thomas Kleinheisterkamp of Milbank acted as legal advisor to Kalera. Finadvice AG and GCA Altium AG acted as financial advisor for &ever.