Basalt Infrastructure Partners III A L.P., Basalt Infrastructure Partners III B L.P., Basalt Infrastructure Partners III C L.P. and Basalt Infrastructure Partners III D L.P., funds of Basalt Infrastructure Partners III GP Limited made an offer to acquire Nobina AB (publ) (OM:NOBINA) for SEK 9.3 billion on December 13, 2021. Basalt will acquire shares at SEK 108 per share in cash. The consideration will be adjusted based on any dividend distributed by Nobina prior to the settlement of the offer. The settlement will commence on January 25, 2022. Basalt does not currently intend to make any material changes with regard to Nobina's operational sites, its management and employees, including their terms of employment. The consideration will be financed in full by own funds along with funds available to Basalt pursuant to equity commitments from its closely related parties and debt financing provided by Banco Santander, S.A. and National Westminster Bank Plc.

The offer is conditional upon the offer being accepted to such extent that Basalt becomes the owner of shares representing more than 90% of the total number of outstanding shares in Nobina, no other party announcing an offer to acquire shares in Nobina on terms that are more favourable to the shareholders in Nobina than the terms of the offer, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, neither the offer nor the acquisition of Nobina being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance and no circumstances having occurred which could have a material adverse effect, no information made public by Nobina or otherwise made available by Nobina, being inaccurate, incomplete or misleading and Nobina having made public all information which should have been made public and Nobina not taking any action that is likely to impair the prerequisites for making or completing the offer. The offer is not subject to any financing offer. If Basalt acquires shares representing more than 90% of total number of shares in Nobina, it intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Nobina and to promote delisting of Nobina's shares from Nasdaq Stockholm. Against this background, the board of directors of Nobina has applied for delisting of the shares in Nobina from Nasdaq Stockholm.

The Board of Directors of Nobina AB unanimously recommended the shareholders to accept the offer. The offer is expected to commence on or about December 14, 2021 and expire on or about January 14, 2022. As of January 14, 2022, 88.6% shares have been tendered and Basalt has extended the tender offer period till January 21, 2022. As of January 24, 2022, 92.8% shares have been tendered and Basalt has further extended the tender offer period till February 8, 2022. Lenner & Partners Corporate Finance AB acted as the fairness opinion provider to the Board of Nobina AB. N.M. Rothschild & Sons Limited acted as the sole financial advisor, Roschier Advokatbyrå AB and Latham & Watkins LLP acted as the legal advisors to Basalt. Lazard acted as the financial advisor and Gernandt & Danielsson Advokatbyrå acted as legal advisor to the Board of Nobina AB. Lenner & Partners will receive a fixed fee for the fairness opinion that is not dependent on the outcome of the offer.