Guardian Capital Group Limited (TSX:GCG.A) entered into a conditional agreement to acquire an additional 62.8% stake in Q-Free ASA (OB:QFR) from Rieber & Søn As for approximately NOK 840 million on September 26, 2023. Subject to completion of the Transaction, Guardian Capital Group Limited will make an offer at NOK 12.00 per share for 69.84 million shares of Q-Free. Conditions for completion of the Transaction include, no material breach by Q-Free or Rieber of their undertakings in the Transaction Agreement, and The absence of a material adverse change. Guardian Capital Group Limited intends to make a compulsory acquisition of the remaining shares in Q-Free upon acquiring more than 90% of the shares in the Company under the Mandatory Offer. Completion of the Transaction is expected to take place in early October 2023.

Advokatfirmaet Schjødt AS and Ryan S. McNish, A. Kelly Ryan, Jennifer R. Gasser, Aprajita Dhundia and John Kaercher of Kirkland & Ellis are acting as legal advisors to Guardian. Wikborg Rein Advokatfirma AS is acting as legal advisor to Rieber. Advokatfirmaet Thommessen AS is acting as legal advisors to the Company. Harris Williams is acting as financial adviser to Guardian. DnB Bank ASA is acting as settlement agent to the Bidder.