Siem Industries Inc. (OTCPK: SEMU.F) and Topcon Europe B.V. made an unconditional cash offer to acquire Veripos Inc. (OB:VPOS) for approximately NOK 780 million on November 15, 2013. Siem Industries and Topcon will acquire the shares at NOK 30 per share. Under the agreement between Siem and Topcon, Topcon will acquire the first shares accepted in the Offer up to a level where Topcon will have the same shareholding as Siem. If any further shares are accepted in the offer, these will be split 50/50 between Siem and Topcon. Based on this, Topcon Europe B.V. will acquire up to 16.6 million shares and Siem Industries will acquire up to 9.6 million shares during the period from November 29, 2013 to January 9, 2014.

Veripos will continue to be managed as an independent entity for the benefit of all shareholders. Siem and Topcon will subject to the approval of the general meeting of shareholders have equal board representation in Veripos. The offer will be subject to regulatory approval. The Board of Veripos recommended the shareholders not to take any action in relation to the offer to be made by Siem and Topcon. The offer will be unconditional and partial acceptances will be accepted. Depending on the acceptance level of the offer a continued listing of Veripos may not be viable. In such a situation Topcon and Siem may implement the squeeze out procedures applicable under Cayman Islands law and take the company private. As of November 26, 2013, the offer is approved by the Oslo Børs and the offer period is declared to be from November 27, 2013 to December 27, 2013. The offer period is subject to extension. As of November 27, 2013, the offer price increased to NOK 35 per share. As of December 6, 2013, the offer is hereby
amended with an increase of the offer price from NOK 30 per share to NOK 35 per share. The offerors have received acceptances representing 12,767 shares.The increase is subject to Oslo Stock Exchange approval of the amendment including an increased bank guarantee. As of November 28, the board recommends shareholders not to take any action. As of December 6, 2013, Oslo Bors has approved amended offer price of NOK 35 per share. As of December 20, 2013, the board recommends that shareholders do not accept the Offer from Siem and Topcon. As of December 30, 2013, Siem Industries and Topcon Europe have received acceptances representing in aggregate 70,154 shares in Veripos which equals about 0.21 percent of all issued shares in Veripos. Arctic Securities is acting as financial advisor for Veripos. DNB Bank ASA - DNB Markets Verdipapirservice acted as receiving agents.

Topcon Europe B.V. cancelled the acquisition of remaining stake in Veripos Inc. (OB:VPOS) on February 7, 2014.