Launch of recommended voluntary offer by MW Investment B.V. to acquire all outstanding shares of Meltwater N.V. and commencement of offer period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA,
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL 

Reference is made to the stock exchange announcement on 18 January 2023
regarding the recommended voluntary offer (the "Offer") to acquire all
outstanding shares of Meltwater N.V. ("Meltwater" or the "Company") by MW
Investment B.V. ("MW Investment" or the "Offeror"). Reference is also made to
the announcement by the Oslo Stock Exchange on 30 March 2023, in its capacity as
take-over authority, confirming that the offer document for the Offer dated 30
March 2023 (the "Offer Document") has been approved.

MW Investment hereby announces the launch of the Offer pursuant to the terms and
conditions set out in the Offer Document and commencement of the offer period. 

The offer period for the Offer will commence at 09:00 hours (CEST) today, 31
March 2023, and expire at 16:30 hours (CEST) on 10 May 2023. The offer period
can be extended by MW Investment, but will in no event be extended beyond 16:30
hours (CET) on 9 June 2023.

Under the Offer, shareholders of Meltwater will be offered an offer price of NOK
18 per share in the Company (the "Meltwater Shares"). Subject to legal
restrictions, eligible shareholders of Meltwater are for their Meltwater Shares,
offered to choose consideration in the form of either (i) NOK 18 per Meltwater
Share paid in cash (the "Cash Consideration"), (ii) one ordinary share B in the
Offeror (a "Consideration Share") per Meltwater Share, or (iii) a combination of
50% Cash Consideration and 50% Consideration Shares.

The shares in the Offeror are not listed on any regulated market or multilateral
trading facility. 

The complete terms and conditions for the Offer, including a description of the
procedures for accepting the Offer, is set out in the Offer Document. The Offer
can only be accepted based on the Offer Document. The Offer Document will be
sent to all shareholders in the Company registered in the Company's local
shareholder register and shareholders in the Company registered in the Norwegian
Central Securities Depository as of the date of the Offer Document who are
resident in jurisdictions where the Offer Document may be lawfully distributed.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
will also be made available at
www.carnegie.no/ongoing-prospectuses-and-offerings from today, 31 March 2023,
the date for commencement of the offer period, and may be obtained free of
charge during ordinary business hours at the offices of the receiving agent,
Carnegie AS, Aker Brygge, Fjordalléen 16, 0250 Oslo, Norway.

The board of directors of Meltwater, represented by its non-conflicted members,
has unanimously resolved to recommend the Offer. The Offeror has received
irrevocable pre-acceptances from Fountain Venture AS and Fountain V B.V., both
companies controlled by the Company's executive chair Jørn Lyseggen and jointly
holding 89,361,830 Meltwater Shares, and jointly representing approximately 29%
of the Company's issued and outstanding shares as of 18 January 2023. The
pre-acceptance cannot be withdrawn irrespective of any competing offers for
Meltwater being made. Together with Altor's holding in Meltwater through its
holding company Big Data Holding Ltd, the Offer is supported by shareholders
representing 41% of the Meltwater's issued and outstanding shares as at the date
hereof.

Advisors

J.P. Morgan Securities plc and DNB Markets, a part of DNB Bank ASA, are serving
as financial advisors to Meltwater. Schjødt, Houthoff and DLA Piper are acting
as legal advisors to Meltwater.

Carnegie AS is acting as financial advisor to the Offeror, Altor and Marlin, in
connection with the Offer, and as receiving agent in connection with the
settlement of the Offer. Advokatfirmaet Thommessen AS and Freshfields Bruckhaus
Deringer LLP are acting as legal advisors to Altor. Advokatfirmaet Wiersholm AS,
Goodwin Procter LLP and AKD N.V. are acting as legal advisor to Marlin.

For further information, please contact:

Meltwater N.V.
Brinlea Johnson (Investor Relations and Media Contact New York)
[e-mail]

Elise Heidenreich (Investor Relations and Media Contact Oslo)
[e-mail]

MW Investment B.V.
Carnegie AS
[e-mail] 

About Meltwater
Meltwater provides social and media intelligence. By analysing ~1 billion online
documents each day, Meltwater enables PR, Communications, and Marketing
professionals to make informed strategic decisions and influence the world
around them. The Company was founded in Oslo, Norway, in 2001 and now has 50
offices across six continents. The Company has 2,300 employees and 27,000
corporate customers, including industry leaders in several sectors. Learn more
at www.meltwater.com.

About MW Investment B.V.
MW Investment B.V. (the "Offeror") is a newly incorporated private limited
company incorporated and registered under the laws of the Netherlands acting as
special purpose acquisition vehicle in connection with the Offer and will be
indirectly majority owned by Altor and Marlin. Following settlement of the
Offer, the Offeror will also be indirectly owned by Fountain Venture AS, and any
other minority shareholders who have opted for the roll-over alternatives and
been allocated Consideration Shares (as more fully described in the Offer
Document).

About Altor
Since inception, the family of Altor funds has raised some EUR 8.3 billion in
total commitments. The funds have invested in around 90 companies as well as
many add-on acquisitions, generating consistently strong returns. The
investments have been made in medium sized predominantly Nordic companies with
the aim to create value through growth initiatives and operational improvements.
Among current and past investments are QNTM, ARC, Silo AI, Dustin, Navico,
Sbanken, Rossignol, Helly Hansen and SATS. For more information visit
www.altor.com.

About Marlin Equity Partners
Marlin Equity Partners is a global investment firm with over $8.5 billion of
capital under management. The firm is focused on providing corporate parents,
shareholders and other stakeholders with tailored solutions that meet their
business and liquidity needs. Marlin invests in businesses across multiple
industries where its capital base, industry relationships and extensive network
of operational resources significantly strengthen a company's outlook and
enhance value. Since its inception, Marlin, through its group of funds and
related companies, has successfully completed over 200 acquisitions. The firm is
headquartered in Los Angeles, California with an additional office in London.
For more information, please visit www.marlinequity.com.

Important notice
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Elise Heidenreich, Investor
Relations at Meltwater N.V., on 31 March 2023 at 08:00 CEST.

It may be unlawful to distribute this announcement in certain jurisdictions.
This announcement is not for distribution in Australia, Canada, the Hong Kong
special administrative region of the People's Republic of China, Japan, South
Africa, the United States or to any other jurisdiction where such distribution
would be unlawful. The information in this announcement does not constitute an
offer of securities for sale in such jurisdictions. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer for sale of, or a solicitation of
an offer to purchase or subscribe for, any securities in the United States. The
Offer or Consideration Shares referred to in this release have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), or any state securities laws and may not be offered
or sold within the United States or to U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available. The information contained in this announcement
is for informational purposes only and does not purport to be full or complete.
The Offeror does not intend to conduct a public offering in the United States
and is relying on exemptions from registration. The Offer will be made to
shareholders in the United States in compliance with applicable U.S. securities
laws and regulations, including Section 14(e) and Regulation 14E under the U.S.
Securities Exchange Act of 1934, as amended. Copies of this announcement are not
being, and should not be, distributed in or sent into the United States.

In the United Kingdom, this announcement is for distribution only to and is
directed only at persons who (i) have professional experience in matters
relating to investments which fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations etc") of the
Financial Promotion Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant
persons"). This announcement is directed only at relevant persons and must not
be acted on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area which has implemented the
Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation")
(each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Regulation, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of securities. Accordingly,
any person making or intending to make any offer in that Relevant Member State
of securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the Offeror, Altor
or Marlin nor any of the advisors have authorised, nor do they authorise, the
making of any offer of the securities through any financial intermediary, other
than offers made by the Offeror which constitute the final placement of the
securities contemplated in this announcement. Neither the Offeror, Altor, Marlin
nor any of the advisors have authorised, nor do they authorise, the making of
any offer of securities in circumstances in which an obligation arises to
publish or supplement a prospectus for such offer.

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 or
the future plans and objectives of the Offeror or Meltwater 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.

Neither the Offeror, Altor, Marlin, Meltwater nor any of their advisors and/or
any of their affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person(s) accept any responsibility or
liability whatsoever for, or make any representation or warranty, express or
implied, as to the accuracy, completeness or fairness of the information or
opinions in this announcement (or whether any information has been omitted from
this announcement) or any other information relating the Offer, the Offeror or
Meltwater.

The issue, subscription or purchase of shares in the Offeror is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Offeror, Meltwater nor their advisors assume any responsibility in the event
there is a violation by any person of such restrictions.

The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into United States, Canada, Australia, New Zealand, Hong
Kong, Japan or any other jurisdiction in which the distribution or release would
be unlawful. This release is an announcement issued pursuant to legal
information obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is issued for
information purposes only, and does not constitute or form part of any offer to
sell or purchase, or solicitation to purchase or subscribe for any securities,
in the United States or in any other jurisdiction. The securities mentioned
herein have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "US Securities Act"). The securities may
not be offered or sold in the United States except pursuant to an exemption from
the registration requirements of the US Securities Act. The Offeror does not
intend to register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in the United States.
Copies of this announcement are not being made and may not be distributed or
sent into Australia, Canada, Japan or the United States.

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