Members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties to them made an offer to acquire remaining 69.2% stake in Oriflame Holding AG (OM:ORI) for SEK 8.9 billion on May 22, 2019. The offer per share for the tender offer is SEK 227, payable in cash. Members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties collectively have formed Walnut Bidco Plc specially for this deal. Walnut Bidco Plc currently holds no shares in Oriflame. Members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties have entered into an agreement to jointly launch the offer through Walnut Bidco and have agreed to contribute all of their shareholding in Oriflame, valued at the offer price, to Walnut Bidco. The price in the offer cannot be increased. Should Oriflame Holding AG, prior to the settlement of the offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the offer will be adjusted accordingly. SEK 227 per share is the highest price that will be offered by in the offer. Pre deal, members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties to them collectively held 30.8% stake and post deal, they will collectively hold 100% stake in Oriflame Holding AG. The consideration payable in respect of the offer is financed in full by a combination of funds available to Walnut Bidco Plc by way of equity commitment letters from the owners of Walnut Bidco Plc and debt financing pursuant to an agreement arranged by Goldman Sachs Bank USA on terms customary for financing of public offers in the Swedish market. This will provide sufficient cash resources to them to satisfy in full the consideration payable in respect of the offer. In connection therewith, members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties intend to promote delisting of Oriflame's shares from Nasdaq Stockholm. As such, the af Jochnick family's plans for the future business and general strategy do not currently include any changes, and no decisions have been made with regards to Oriflame's business model, its management or employees. Pursuant to the current view of the af Jochnick family, terms of employment will not materially change. The existing management team of Oriflame is expected to continue with Oriflame. None of Oriflame's sites will be affected by any reorganizational measures which are directly linked to the offer. The completion of the offer is conditional upon the offer being accepted to such extent that members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties collectively become the owner of shares representing at least 90% of the total number of shares issued in Oriflame, no other party announcing an offer to acquire shares in Oriflame on terms that are more favorable to the shareholders of Oriflame than the offer, neither the offer nor the acquisition of Oriflame being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties could not reasonably have foreseen at the time of announcement of the offer, no circumstances, which members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties did not have knowledge of at the time of announcement of the offer, having occurred that have or can be expected to have a material adverse effect upon Oriflame's sales, profit, liquidity, solidity, equity or assets, no information made public by Oriflame being materially inaccurate, incomplete or misleading, and Oriflame having made public all information which should have been made public by it and Oriflame not taking any measures which are likely to impair the prerequisites for making or completing the offer . Members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties reserve the right to waive, in whole or in part, one or several of condition, including, with respect minimum tender, to complete the offer at a lower level of acceptance. The deal is not subject to any financing condition. As soon as possible after members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties have acquired shares representing at least 90% of the total number of shares issued in Oriflame, they will collectively intend to commence compulsory redemption proceedings through a squeeze-out merger against cash consideration under the Swiss Merger Act (D.: Bundesgesetz über Fusion, Spaltung, Umwandlung und Vermögensübertragung) to acquire all remaining shares in Oriflame. The independent members of the Board of Directors of Oriflamehas formed an Independent Bid Committee and appointed Anders Dahlvig as Chairman of the Committee to review the deal. Three members of the Board of Directors of Oriflame, Alexander af Jochnick, Robert af Jochnick and Anna af Jochnick, are from the buy side. The Independent Bid Committee also consists of Mona Abbasi, Anna Malmhake, Gunilla Rudebjer, Christian Salamon, and Karen Tobiasen. In accordance with the Takeover-rules, these Directors have not, and will not, participate in Oriflame's processing of, or decisions taken, regarding the offer. The committee will review the offer with its advisors and obtain a fairness opinion and will announce its opinion regarding the offer no later than two weeks prior to the expiry of the acceptance period for the offer. As of June 10, 2019, the independent bid committee of the Board of Directors of Oriflame has unanimously decided to recommend the shareholders of Oriflame to accept the offer. The acceptance period for the offer is expected to begin on or about May 24, 2019 and expire on or about June 24, 2019. The settlement date is July 1, 2019. Members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties reserves the right to extend the acceptance period, as well as to postpone the settlement date. Carnegie Investment Bank and Morgan Stanley & Co. International plc acted as financial advisors, Advokatfirman Vinge KB, and Walder Wyss Ltd. acted as legal advisors whereas Jon Walberg of PricewaterhouseCoopers AB, Investment Banking Arm acted as fairness opinion provider to the committee of Oriflame Holding AG in relation to the offer. Goldman Sachs International and SEB Corporate Finance acted as financial advisors and Roschier Advokatbyrå, Bär & Karrer and Latham & Watkins acted as legal advisors to members of the families of Robert af Jochnick and the late Jonas af Jochnick and certain closely related parties in connection with the offer. Urs Brügger, Marc Poltéra, Ralph Malacrida, Tim Salz and Daniel Lehmann of Bär & Karrer Ltd. and Roschier acted as legal advisors to members of the families of Robert af Jochnick and the late Jonas af Jochnick.