Piano Software B.V. entered into an agreement to make an offer to acquire Cxense ASA (OB:CXENSE) from Polaris Media ASA (OB:POL), Ferd Invest, Aker Capital ASA, Asset Management Arm, Asah AS, Norron AB and others for approximately NOK 350 million on August 5, 2019. Aker Capital AS will sell its 5.64% stake, Polaris Media ASA will sell its 5.14% stake, ASAH AS will sell its 8.66% stake and Ferd AS will sell its 10.62% stake in Cxense. Under the terms of the offer, Piano will acquire all outstanding shares in Cxense ASA through a voluntary cash offer of NOK 16 per share. As of September 10, 2019, received acceptances of the offer for a total of 19,883,451 of the 21,946,519 shares, equal to 89.91% of the outstanding shares, in Cxense. Piano Software's will finance the offer through equity and debt injected by Piano Software. Piano has prior to the announcement of the voluntary offer obtained binding commitment letters for sufficient equity and debt financing of the voluntary offer on terms corresponding to standard market terms for such financing from reliable financing sources in the United States, and Piano shall have entered into final and binding agreements for the financing of the voluntary offer. Shareholders representing 53.6% stake along with the members of the Board of Directors and key members of management of Cxensa have irrevocable undertaken to accept the offer. Piano has in the transaction agreement undertaken to hold the voluntary offer open for at least 5 trading days on the Oslo Stock Exchange after the financing condition has been fulfilled or waived by Piano. In the event of termination of the offer, Piano shall pay to Cxense a break-fee in the amount of $5 million (NOK 44.62 million) whereas Cxense shall pay Piano Software a break-up fee equal to Piano Software's documented costs connected to the offer process, limited to $0.8 million (NOK 7.13 million).

Piano Software has no current intention to affect the current operations of any of Cxense's subsidiaries or discontinue the employment of any of the existing employees. The offer will be subject to acceptance by shareholders of Cxense representing more than 90% of the issued and outstanding share capital of Cxense, Piano having prior to the announcement of the voluntary offer obtained binding commitment letters for sufficient equity and debt financing of the voluntary offer, no material adverse change, and conduct of business obligations for Cxense, approvals and consents from governmental authorities and other customary closing conditions. As of August 5, 2019, deal is approved by Cxense board. If, as a result of the offer, Piano Software acquires and holds more than 90% of the share capital and votes in the Cxense, Piano Software will have the right to initiate a compulsory acquisition of the remaining shares in Cxense. Piano has shortly prior to announcement of the offer obtained undertakings from 53.6% of the total share capital of Cxense to accept the offer for their shares in the Cxense. The voluntary offer document will be sent to Cxense's shareholders as soon as it has been approved by the Oslo Stock Exchange. Such approval is expected on or about August 12, 2019. As of August 12, 2019, the voluntary offer set out in the offer document has been approved by Oslo Børs. The offer period for the voluntary offer will be four weeks from the date of the Voluntary Offer Document being released, unless extended by the Piano Software. The offer period will run from August 13, 2019 to September 10, 2019. As of September 10, 2019, acceptance period is extended by one week to September 17, 2019. As of September 17, 2019, the offer is extended by one week to September 24, 2019. The extension is approved by Oslo Børs. Piano Software must at the latest on September 24, 2019 publicly announce fulfillment or waiver of the completion conditions. As of September 24, 2019, the offer is extended by one week to October 1, 2019 and Last possible expiry of acceptance period being October 22, 2019. Provided that acceptance period is not further extended, (i) Piano Software must at the latest on October 8, 2019 publicly announce fulfillment or waiver of the completion conditions (if not, the Offer shall lapse and any tendered shares shall be released by Piano Software), and (ii) settlement of the Offer will be made at the latest on Tuesday October 15, 2019. The extension is approved by Oslo Børs. The acceptance period, may, however, be further extended; the last possible expiry of the acceptance period being October 22, 2019. As of September 27, 2019, financing condition is fulfilled and offer becomes unconditional. The offer will expire on October 1, 2019.

Arctic Securities AS acted as the financial advisor and provided fairness opinion and Aabø-Evensen & Co Advokatfirma AS acted as the legal advisor to Cxense. GCA Advisors, LLC acted as lead financial advisor and Trevor Kaufman of Stella EOC acted as co-financial advisor and Advokatfirmaet Simonsen Vogt Wiig AS is acting as the legal advisor to Piano. DNB Bank ASA is acting as receiving agent in connection with the offer.

Piano Software B.V. completed the acquisition of Cxense ASA (OB:CXENSE) from Polaris Media ASA (OB:POL), Ferd Invest, Aker Capital ASA, Asset Management Arm, Asah AS, Norron AB and others on October 1, 2019. The Offer as per expiry of the acceptance period received acceptances for 20.4 million shares, representing 93% of the outstanding shares and votes in Cxense. The settlement of the offer will be conducted on October 2, 2019 and the tendering shareholders are expected to receive the cash consideration for the shares settled on or about October 3, 2019. Piano Software will resolve a compulsory acquisition of all shares in Cxense not already owned as soon as possible after settlement of the offer and well within the four-week deadline for the compulsory acquisition. As on October 10, 2019, Following the squeeze-out by Piano Software B.V. of the minority shareholders in Cxense, Cxense hereby announces that its board of directors has approved this transaction.