The Board of Mercell Holding ASA unanimously recommends a contemplated voluntary cash offer from Spring Cayman Bidco, LLC to acquire all shares of Mercell Holding ASA

The Board of Mercell Holding ASA unanimously recommends a contemplated voluntary
cash offer from Spring Cayman Bidco, LLC to acquire all shares of Mercell
Holding ASA

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

The Board of Mercell Holding ASA has unanimously resolved that it will recommend
a contemplated voluntary cash offer from Spring Cayman Bidco, LLC to acquire all
shares of Mercell Holding ASA. The Offer is a result of a strategic process
conducted by the Board of Mercell Holding ASA in consultation with ABG Sundal
Collier ASA and JP Morgan.
Oslo, 25 May 2022
The Board (the "Board") of Mercell Holding ASA ("Mercell") today announces an
agreement with Spring Cayman Bidco, LLC (the "Offeror") whereby the Offeror
(through an affiliated Norwegian company to be incorporated) on certain terms
and conditions will put forward a voluntary cash offer (the "Offer") to acquire
100% of the shares of Mercell at an offer price of NOK 6.30 per share (the
"Offer Price").

The Offer Price represents a premium of: 
o	110% above the Mercell shares closing price of NOK 3.005 on Oslo Børs on 24
May 2022;
o	120% above the volume weighted average price ("VWAP") of the Mercell shares
for the three-month period ending on 24 May 2022; and
o	58% above the VWAP of the Mercell shares for the six-month period ending on 24
May 2022.

The Offeror and Mercell have entered into a transaction agreement regarding the
Offer (the "Transaction Agreement") and the Board has unanimously decided to
recommend the Offer. Funds managed by Viking Venture AS and Luxor Capital Group,
who combined own 24.04% of the Shares, have entered into irrevocable
undertakings to accept the Offer. The pre-acceptances cannot be withdrawn
irrespective of whether a competing offer is made.

About the Offeror: 

The Offeror is a limited liability company formed and registered pursuant to the
Cayman Law, and indirectly wholly owned by funds advised or managed by Thoma
Bravo Global, LLC and its affiliates ("Thoma Bravo"). Thoma Bravo is one of the
largest private equity firms in the world, with more than USD 103 billion in
assets under management as of 31 December 2021. The firm invests in
growth-oriented, innovative companies operating in the software and technology
sectors. Leveraging the firm's deep sector expertise and proven strategic and
operational capabilities, Thoma Bravo collaborates with its portfolio companies
to implement operating best practices, drive growth initiatives and make
accretive acquisitions intended to accelerate revenue and earnings. Over the
past 20 years, the firm has acquired or invested in more than 375 companies
representing over USD 190 billion in enterprise value. 

"Mercell has built an outstanding SaaS network of buyers and suppliers in the
Nordic region for public tendering. As a private company, we believe Mercell
will benefit from our knowledge, network and resources to better achieve its
long-term potential and continued growth trajectory. We are truly thrilled to
work in partnership with Terje and his team to continue to expand globally, to
further invest in product development, and to continue to make strategic
acquisitions," said George Jaber, a Senior Vice President at Thoma Bravo.
"Mercell represents an important continued expansion for us into the European
SaaS market.  We see a major market opportunity for us across the continent and
abroad, and working together in partnership with management to scale this great
platform is a task we're eager to tackle," said A.J. Rohde, a Senior Partner at
Thoma Bravo. 

Key terms and conditions of the Offer: 

The Offer Price of NOK 6.30 per share of Mercell values the total share capital
of Mercell at a market capitalization of approximately NOK 3,168 million. The
Offer Price represents: 

o	110% above the Mercell shares closing price of NOK 3.005 on Oslo Børs on 24
May 2022; 
o	120% above the VWAP of the Mercell shares for the three-month period ending on
24 May 2022; and 
o	58% above the VWAP of the Mercell shares for the six-month period ending on 24
May 2022.

The Offer Price shall be adjusted to compensate for the effects of any
resolution by Mercell to distribute dividend or make any other distribution to
Mercell's shareholders with a record date prior to completion of the Offer. 

Completion of the Offer will be subject to the following main conditions being
satisfied or waived by the Offeror: 

o	shareholders representing more than 90% have accepted the Offer; 
o	the Board shall not have amended or withdrawn its recommendation of the Offer;

o	relevant regulatory approvals have been obtained; 
o	Mercell has in all material respects conducted its business in the ordinary
course; 
o	no breach by Mercell which entitles the Offeror to terminate the Transaction
Agreement; and 
o	no material adverse change shall have occurred. 

The Board shall not amend, modify or withdraw its recommendation of the Offer
unless it receives a bona fide superior competing offer that satisfies certain
criteria. If the Offer is not completed due to a breach by Mercell that entitles
the Offeror to terminate the Transaction Agreement, or the Board withdraws or
amends its recommendation of the Offer, Mercell will compensate the Offeror for
its external advisors costs up to a maximum amount of NOK 10 million. 

The complete details of the Offer will be set out in an offer document which
will be published after approval of Oslo Børs. The offer period is expected to
commence in mid-June 2022. 

Background and strategic rationale:
The Offeror believes that Mercell represents a unique market leading software
franchise in the Nordic region which as demonstrated consistent growth both
organically and through acquisitions. Mercell represents an exact match for the
interests and investment thesis of the Offeror. As a platform-centric investor
who focus on investing in businesses with market-leading positions, multiple
organic and inorganic growth opportunities, and strong management teams, Mercell
fits exceptionally well with the investment strategy of the Offeror. 

The Offeror and Mercell are highly excited about the potential transaction and
believe that the transaction represents an opportunity to accelerate the growth
of the business, continue to pursue strategic M&A and to capitalize on the
opportunity to seamlessly integrate the numerous acquisitions Mercell and its
affiliates have completed to-date.

Advisors:
Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial
advisor to the Offeror and Thoma Bravo in connection with the Offer.
Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors
to the Offeror and Thoma Bravo.

ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and
Advokatfirmaet Thommessen AS as legal advisor to Mercell.


Contact info:
Megan Frank, Thoma Bravo Communications 
Phone: [phone]
Email: [e-mail]

or

Alexandra Barganowski, Fogel & Partners 
Phone: [phone]
Email: [e-mail]

Joar Welde, Chairman of the Board of Mercell 
Phone: [phone]
Email: [e-mail] 
Terje Wibe, CEO of Mercell 
Phone: [phone] 
Email: [e-mail]

Important notice:
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Erik Hokholt, interim CFO, on behalf of the Company
on 25 May 2022 at 07:55 CEST.

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 and Mercell assume 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 Mercell or 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.

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