MANDATORY OFFER DOCUMENT AND NOTIFICATION OF COMPULSORY ACQUSITION

Transkript

1 MANDATORY OFFER DOCUMENT AND NOTIFICATION OF COMPULSORY ACQUSITION Mandatory Offer to acquire all outstanding Shares in CellCura ASA not already owned by Dag Dvergsten AS Offer Price: NOK 0.20 per Share with settlement in cash Offer Period: From and including 20 January 2015 to and including 17 February 2015 at 16:30 (CET) Compulsory Acquisition (in accordance with section 4-25 of the Norwegian Public Limited Companies Act) Redemption amount: NOK 0.20 per Share with settlement in cash Objection Deadline: Up to and including 27 March 2015 Financial Advisor and Receiving Agent: Legal Advisor: 20 January 2015

2 TABLE OF CONTENTS DEFINITIONS AND GLOSSARY OF TERMS... 3 RESPONSIBILITY STATEMENT... 5 IMPORTANT INFORMATION... 6 OFFER RESTRICTIONS... 6 FORWARD-LOOKING STATEMENTS THE OFFER INFORMATION ABOUT CELLCURA INFORMATION ABOUT DAG DVERGSTEN AS TAX CONSEQUENCES NORSK SAMMENDRAG (NORWEGIAN SUMMARY) APPENDICES Appendix I: Appendix II: Appendix III: Appendix IV: Articles of Association of CellCura Bank Guarantee Acceptance Form (English version) Acceptance Form (Norwegian version)

3 DEFINITIONS AND GLOSSARY OF TERMS Acceptance:... Acceptance of this Offer by a Shareholder Acceptance Form:... The form of Acceptance to be used by Shareholders when accepting this Offer set out as Appendix 3 (English version) and Appendix 4 (Norwegian version) to this Offer Document Acceptant:... A Shareholder who accepts this Offer Announcement Date: January 2015, the date on which the Offeror publicly announced the Offer CET:... Central European Time Close Associates:... Has the meaning as defined in section 2-5 of the Norwegian Securities Trading Act Company or CellCura:... CellCura ASA, a public limited liability company incorporated and existing under the laws of Norway, having its registered office at Unionsgata 18, N-3732 Skien, Norway, with company registration no Compulsory Acquisition:... The compulsory acquisition by the Offeror pursuant to section 4-25 of the Norwegian Public Limited Companies Act of the remaining Shares in CellCura not already owned by the Offeror at the date of the Offer, as a result of the Offeror being owner of Shares representing more than 90 per cent of the total issued Shares and voting rights outstanding Financial Advisor and Receiving Agent:... Norne Securities AS Mandatory Offer:... A mandatory offer (in Norwegian: "Pliktig tilbud") pursuant to chapter 6 of the Norwegian Securities Trading Act NOK:... Norwegian Kroner, the currency of the Kingdom of Norway Norwegian Business Days:... Any day other than a Saturday or Sunday or a Norwegian public holiday and consisting of the time period from 00:01 through 00:00 midnight CET Norwegian Public Limited Companies Act:... The Norwegian Act relating to Public Limited Liability Companies of 13 June 1997 no. 45 (as amended) (in Norwegian: "Allmennaksjeloven") Norwegian Register of Business Enterprises:... The Norwegian Register of Business Enterprises at Brønnøysund, Norway (in Norwegian: "Foretaksregisteret") 3

4 Norwegian Securities Trading Act:... The Norwegian Securities Trading Act of 29 June 2007 no. 75 (as amended) (in Norwegian: "Verdipapirhandelloven") Objection Deadline: March 2015 Offer:... The Mandatory Offer by the Offeror to purchase all of the outstanding Shares that are not already owned by the Offeror, as described in this Offer Document Offer Document:... This Offer Document, including the appendices Offer Period:... The period when Shareholders may accept the Offer, running from and including 20 January 2015 to and including 17 February 2015 at 16:30 hours (CET) Offer Price:... NOK 0.20 per Share payable on the terms and conditions of this Offer Offeror:... Dag Dvergsten AS, a private limited company incorporated and existing under the laws of Norway, having its registered office at Munkedamsveien 45 Entrance A, N-0250 Oslo, Norway, with company registration no Oslo Stock Exchange... Oslo Stock Exchange (Oslo Stock Exchange ASA) Redemption Amount:... NOK 0.20, which is the consideration per Share offered by the Offeror under the Compulsory Acquisition Settlement Date:... The date on which settlement of the Offer Price takes place in accordance with section 1.9 below Shareholders:... Owners of Shares, including beneficial owners of nominee registered Shares Shares:... Shares in the Company, listed on Oslo Axess with ticker code "Cell", and registered in VPS with ISIN NO VPS:... The Norwegian Central Securities Depository (in Norwegian: "Verdipapirsentralen ASA") 4

5 RESPONSIBILITY STATEMENT This Offer Document has been prepared in accordance with section 6-13 of the Norwegian Securities Trading Act in order to provide the Shareholders with a basis for evaluating the Offer. The Offer Document has also been prepared in accordance with section 4-25 of the Norwegian Public Limited Companies Act, cf. section 6-22 of the Norwegian Securities Trading Act, in order to meet the requirements for an offer of redemption price under the Compulsory Acquisition of all Shares not already owned by the Offeror. The Offer Document has been filed with and approved by Oslo Stock Exchange in accordance with the Norwegian Securities Trading Act. The information about the Company included in this Offer Document is based exclusively on the Company s public financial statements and other information in the public domain as at the date hereof. The Offeror has not independently verified the information regarding the Company which is included in this Offer Document. The Offeror does not assume any responsibility for the accuracy or completeness of, or any responsibility to update, the information regarding the Company included in this Offer Document. As of 20 January 2015, the Offeror including Close Associates owns 48,673,359 Shares in the Company, representing per cent of the share capital and voting rights of the Company. 20 January 2015 Dag Dvergsten AS Dag Dvergsten Chairman 5

6 IMPORTANT INFORMATION Please refer to page 3-4 for definitions, which also applies to preceding pages. This Offer Document has been prepared in connection with the Offer submitted by Dag Dvergsten AS, which is a Mandatory Offer to acquire all outstanding Shares of CellCura pursuant to chapter 6 of the Norwegian Securities Trading Act. This Offer Document also serves as an offer of redemption price under the Compulsory Acquisition pursuant to section 4-25 of the Norwegian Public Limited Companies Act. The Offer and this Offer Document has been approved by Oslo Stock Exchange in accordance with the Norwegian Securities Trading Act. Shareholders must rely upon their own examination of the Offer and should study this Offer Document carefully and, if necessary, seek independent advice concerning the Offer and this Offer Document. The Offeror does not undertake any obligation to update the Offer Document for any facts or circumstances occurring after the date of this Offer Document unless required by applicable law. With the exception of the Offeror, no person is entitled or authorised to provide any information or make any representations in connection with the Offer. If such information or representation is provided or made by any other person than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. This Offer Document and the Offer is governed by Norwegian law. The Offer is directed to all Shareholders who may legally receive this Offer Document and accept the Offer. In this respect further reference is made to the restrictions for the Offer set out under the section "Offer Restrictions" below. Copies of this Offer Document will be distributed to the Shareholders registered in the shareholders register in VPS as at the date of this Offer Document, except for Shareholders in jurisdictions where this Offer Document may not be lawfully distributed, and are available free of charge at the office of the Financial Adviser and Receiving Agent. This Offer Document has been prepared in the English language only, except for the summary in Norwegian in section 5. In the event of any inconsistencies between the English and the Norwegian text, the English version shall prevail. OFFER RESTRICTIONS The distribution of this Offer Document and the making of the Offer may in certain jurisdictions (including, but not limited to, United States of America, Canada, Australia, New Zealand, Japan and South Africa), be restricted by law. Therefore, persons obtaining this Offer Document or into whose possession this Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Financial Adviser and Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. Shareholders in such jurisdictions, if any, will receive a separate notification regarding the Compulsory Acquisition. This Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in 6

7 conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded. This Offer Document does not represent an offer to acquire or obtain securities other than the Shares. The Offer is not open to any Shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway). The Offer is not being made and will not be made, directly or indirectly, in or into United States of America, Canada, Australia, New Zealand, Japan or South Africa. This Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into United States of America, Canada, Australia, New Zealand, Japan or South Africa, whether by use of United States of American, Canadian, Australian, New Zealand, Japanese or South African (including, but without limitation, the mail, facsimile transmission, telex, telephone or Internet) or any facility of a United States of American, Canadian, Australian, New Zealand, Japanese or South African national securities exchange, and the Offer cannot be accepted by any such use, means or instrumentality, in or from within United States of America, Canada, Australia, New Zealand, Japan or South Africa. Accordingly, copies of this Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from United States of America, Canada, Australia, New Zealand, Japan or South Africa or, in their capacities as such, to custodians, trustees or nominees holding Shares of the Company for United States of American, Canadian, Australian, New Zealand, Japanese or South African persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from United States of America, Canada, Australia, New Zealand, Japan or South Africa. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No Shares are being solicited from a resident of United States of America, Canada, Australia, New Zealand, Japan or South Africa and, if sent in response by a resident of United States of America, Canada, Australia, New Zealand, Japan or South Africa, will not be accepted. Each person delivering an Acceptance Form in connection with the Offer will be required to certify that: (1) such person has not received this Offer Document, the Acceptance Form or any other document relating to the Offer in United States of America, Canada, Australia, New Zealand, Japan or South Africa, nor has such person mailed, transmitted or otherwise distributed any such document in or into United States of America, Canada, Australia, New Zealand, Japan or South Africa; (2) such person has not utilized, directly or indirectly, the mails, or any means or instrumentality of commerce, or the facilities of any national securities exchange, of United States of America, Canada, Australia, New Zealand, Japan or South Africa in connection with the Offer; (3) such person is not and was not located in United States of America, Canada, Australia, New Zealand, Japan or South Africa at the time such person accepted the terms of the Offer or at the time such person returned the Acceptance Form; and (4) if such person is acting in a fiduciary, agency or other capacity as an intermediary, then either (a) such person has full investment discretion with respect to the securities covered by the Acceptance Form or (b) the person on whose behalf such person is acting was located outside United States of America, Canada, Australia, New Zealand, Japan or South Africa at the time he or she instructed such person to accept the Offer. FORWARD-LOOKING STATEMENTS This document contains certain statements about the Company and Offeror that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "may", "will", "seek", "continue", "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe" or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, Norwegian domestic and global economic and business conditions, the effects of volatility in credit markets, market-related risks such as 7

8 changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (IFRS) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigations, the success of future acquisitions and other strategic transactions and the impact of competition a number of such factors being beyond the Company's and Offeror's control. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in these forward-looking statements. Any forward-looking statements made herein speak only as of the date they are made. The Offeror disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in Offeror s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 8

9 1. THE OFFER 1.1. Introduction Dag Dvergsten AS (the "Offeror") hereby makes a Mandatory Offer to acquire all Shares in CellCura which are outstanding as of the date of this Offer Document. The Offer is made to all Shareholders who can legally receive this Offer Document and accept the Offer. For further details, see "Important information and Offer restrictions" above. The Offer Price is NOK 0.20 per Share, which will be settled in cash. For further details, see section 1.5 "The Offer Price" and section 1.9 "Settlement". The Offer Period is from and including 20 January 2015 to 17 February 2015 at 16:30 (CET). CellCura has over time worked intensely to establish a viable long-term financing for the Company. This process has not been successful due to, inter alia, insufficient interest amongst the Company's shareholders to initiate an equity placement or provide other types of financing to the Company. The qualified members of the board of directors of CellCura negotiated a convertible loan agreement with its largest shareholder, the Offeror, in order to give CellCura some time to establish sustainable financing. The convertible loan agreement has been approved by the general meeting of CellCura. CellCura has not been able to establish required financing and the Offeror resolved on 19 December 2014 to convert part the loan into Shares. Following the conversion, the Offeror owns 48,670,379 Shares in the Company corresponding to per cent of the total number of Shares and voting rights. As the Offeror is the owner of Shares representing more than 90 per cent of the total share capital and voting rights in the Company, the board of directors of the Offeror has resolved to implement a Compulsory Acquisition in accordance with section 4-25 of the Norwegian Public Limited Companies Act in connection with the Offer. The implementation of the Compulsory Acquisition takes effect on the first day of the Offer Period. This Offer Document therefore serves the following two purposes: (i) As an Offer Document issued in accordance with the Norwegian Securities Trading Act; and (ii) As an offer of the Redemption Amount under the Compulsory Acquisition in accordance with section 4-25 of the Norwegian Public Limited Companies Act. The completion of the Offer is not subject to any conditions in respect of Shares for which valid Acceptances are received The Offeror The Offeror is a private limited company incorporated and existing under the laws of Norway, having its registered office at Munkedamsveien 45 Entrance A, 0250 Oslo, Norway. For further details on the Offeror, see section 3 "Information about Dag Dvergsten AS". The Offeror's only close associate is Hasselhaugen AS, a private company owned and controlled by Dag Dvergsten and his wife and their children. Hasselhaugen AS owns 2,980 shares in CellCura. As of the date of this Offer Document, the Offeror and its Close Associate Hasselhaugen AS owns 48,673,359 Shares, representing per cent of the total number of issued Shares in the capital of the Company. Subject to the Offeror holding the remaining part of the convertible loan issued by the general meeting of Cellcura on 21 November 2014 entitling the Offeror to subscribe up to 16,454,512 new Shares, neither the Offeror, nor any 9

10 Close Associates of the Offeror, are currently party to any agreements with the remaining Shareholders of the Company or have any options, convertible loans or similar rights to acquire additional Shares CellCura ASA The target company is CellCura ASA, Unionsgata 18, N-3732 Skien, Norway. CellCura is a Norwegian public limited liability company (in Norwegian: "allmennaksjeselskap") incorporated under the laws of Norway. The Company is registered with the Norwegian Register of Business Enterprises under the registration no The Shares are listed on Oslo Axess under the ticker code "Cell" and are registered in the VPS under the International Securities Identification Number ("ISIN") NO For further details on CellCura, please refer to Section 2 "Information about CellCura" Background for the Offer and plans for the future business of CellCura The Offeror is required to make the Offer in accordance with chapter 6 of the Norwegian Securities Trading Act as the Offeror has acquired more than 1/3 of the Shares through converting part of the outstanding principal under the convertible loan issued by CellCura. The Offeror has been a majority shareholder and principal stakeholder in the Company for several years. From late 2013 to-date the Offeror has remained the only recurring source of new financing for the Company, the absence of which likely would have rendered the Company insolvent. The rationale for making such funding available is based on a strong belief in the long-term viability of the Company's products and the markets in which it operates. CellCura appears to have entered a slightly vicious circle with insufficient access to capital limiting the Company's ability to reach its strategic objectives, in turn acting as an encumbrance on attracting new funding. During the course of 2013 CellCura was unsuccessful in attracting sufficient new funding and at the end of the year it found itself close to insolvency. The Offeror made available capital to save the Company and has continued to lend necessary capital to the Company upon request from management. This "funding line" has enabled the Company to continue its business and significantly reduce its accounts payable during the course of Management has during this period tried to attract capital from other shareholders, both existing and new, but have remained unsuccessful in its efforts. The Offeror appreciates the Company's need to focus its business activities and reduce the overall spending on general and administrative expenses ("G&A"), something which has remained a focal point for management over the last year. For a company of CellCura's size a listing on the stock exchange does not provide sufficient access to capital to justify the additional G&A and reporting requirements as well as the additional time spent on related administrative tasks. Furthermore the Offeror is of the perception that the Company has a greater chance of overcoming the challenges that lies ahead if operated as a privately held company with a concentrated ownership structure, enabling dynamic and quick decisions at both strategic and operative levels. Following a successful completion of the Offer, the Offeror intends to make full use of the business of the Company as permitted by applicable law, and aims to work closely with the Company to focus on the strategic and operational opportunities ahead. The Offeror plans to build on the strengths of the Company and carefully retain the entrepreneurial drive and spirit of the Company. As of the date of this Offer Document, the Offeror does not have adequate information to determine whether or to what extent any changes to legal structure the Company is necessary or advisable The Offer Price Shareholders accepting the Offer will receive the consideration of NOK 0.20 per Share in cash in accordance with the terms of this Offer, which is equal to the conversion price per Share under the convertible loan 10

11 agreement. When determining the Offer Price, the Offeror has considered inter alia the Company's official financial information, the Offeror s knowledge of the sector, views on growth potential, views on the financial and strategic strengths and weaknesses of the Company (including the significant level of debt outstanding and the likely funding requirement to get the Company to a profitable state), the interest shown in the Company (or lack thereof) by existing and potential new investors through the last years, views of the Company s position in the market in which it operates and other information provided to-date to which the Offeror has applied traditional valuation methods. The Offeror has also considered the performance of the share price over the course of 2013 to-date. The Offer Price represents an accumulated purchase price of all Shares not currently controlled by the Offeror of approximately NOK 1.1 million. The Offer Price values all outstanding Shares at approximately NOK 10.8 million, including the Shares controlled by the Offeror as of the date of this Offer Document. Interest compensation will not be paid to Acceptants in the period from the date of Acceptance until the Settlement Date Offer Period The Offer Period is from and including 20 January 2015 to and including 17 February 2015 at 16:30 (CET). Subject to applicable equal treatment requirements, the Offeror expressly reserves the right to approve Acceptances that are received after the expiry of the Offer Period Acceptance of this Offer In order for a Shareholder to accept the Offer, an Acceptance Form must be correctly filled out, signed and delivered to, and received by, the Financial Adviser and Receiving Agent prior to the end of the Offer Period. On the Acceptance Forms sent to the Shareholders, information on shareholdings and certain other matters relating to the relevant Shareholder have already been filled in. The Acceptance Form also contains information regarding the settlement. The Acceptance Form is enclosed as Appendix 3 (English version) and Appendix 4 (Norwegian version) to this Offer Document. Acceptance Forms must be received by the Financial Adviser and Receiving Agent at the address below by means of post, delivery or Norne Securities AS P. O. Box 622 Sentrum N-5087 Bergen Norway aksept@norne.no Please note that Acceptance Forms may be delivered by . If the Acceptance Form is signed by a person acting on behalf of the Shareholder, evidence of the authority of such person to sign the Acceptance Form, e.g. a power of attorney and/or a certificate of registration, must be delivered together with the Acceptance Form in order for the Acceptance to be valid. All Shares to be acquired under the Offer must be transferred free of any encumbrances or other third-party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS account(s) must sign the Acceptance Form and 11

12 thereby waive their rights to the Shares and approve the transfer of Shares to the Offeror free of any encumbrances. The Offeror reserves the right to reject any acceptance of the Offer which is not in proper form, or which may be unlawful. Subject to applicable equal treatment requirements, the Offeror also reserves the right, but shall in no event be obliged, to accept any Acceptance Form which is delivered after the expiry of the Offer period and to treat an acceptance of the Offer as valid although the Acceptance Form has not been properly completed or is not accompanied by the required evidence of authority or is received at a place other than as set out above. Shareholders whose Shares are split between several VPS accounts will receive a separate Acceptance Form for each account and are required to submit a separate Acceptance Form for each account. Any Shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such Shareholder desires to accept the Offer for such Shares. The Acceptance is irrevocable and cannot be withdrawn after receipt by the Financial Adviser and Receiving Agent. An Acceptance may comprise all or only some of the Acceptant's Shares. Unless otherwise indicated by the Acceptant in the Acceptance Form, an Acceptance will be deemed to comprise all of the Acceptant's Shares on the VPS account covered by the Acceptance. However, with respect to Shares registered on VPS accounts in the name of a broker, dealer, commercial bank, trust company or other nominee, the Acceptance will solely comprise the designated Shares on such VPS account that the Offer in fact have been accepted for by a Shareholder, and not other Shares registered on the same VPS account not accepting the Offer. The Acceptance also includes any Shares which are acquired or will be acquired and which are credited to the above VPS account at the time of the implementation of the Compulsory Acquisition, except for Shares on VPS accounts in the name of a broker, dealer commercial bank, trust company or other nominee not accepting the Offer Shareholder Rights The rights conferred by the Shares will not be affected by the Offer in itself. However, the Offeror will assume all shareholders rights upon execution of the Compulsory Acquisition. Execution of the Compulsory Acquisition will not deprive the Shareholders of the ability to accept the Offer Settlement Settlement of the Offer is expected to be on or about 23 February 2015, and in no event later than 14 calendar days after the expiry of the Offer Period. Accordingly, the latest date on which settlement under the Offer can be made will be 3 March Upon settlement, the Offeror will transfer the aggregate Offer Price for the Shares in respect of which valid Acceptances has been received, to a client account with the Financial Adviser and Receiving Agent. The Financial Adviser and Receiving Agent will then immediately, and within the deadline referred to above, make payments to the Acceptants. The Shares tendered will, as for all the Shares not held by the Offeror, be transferred to the Offeror upon execution of the Compulsory Acquisition. The relevant settlement amount to each Acceptant will be transferred to the bank account that at the time of Acceptance was registered in VPS as the account for payment of dividends to the relevant Shareholder. If the Shareholders have a Norwegian address and no such bank account is registered, settlement will be made by issuing a bank giro (a settlement system used in Norway, similar to a Norwegian currency banker's draft). If the 12

13 Shareholders have an address outside of Norway and there are no records of such bank account, settlement will be made by issuing a cheque. Interest compensation will not be paid the period from the date of Acceptance until the Settlement Date. The cash settlement will be made in NOK. Due to the implementation of the Compulsory Acquisition as described in section 1.16, all Shares that are not owned by the Offeror will be blocked and transferred from each Shareholder's VPS account to the Offeror's VPS account. Such blocking and transferral of Shares will not deprive the Shareholders of the ability to object the Redemption Amount in the Compulsory Acquisition in accordance with the Norwegian Public Limited Companies Act Section 4-25 second subsection. If a Shareholder accepts the Offer, the Shareholder loses its right to object to the Redemption Amount in the Compulsory Acquisition Financing of this Offer and Compulsory Acquisition The Offeror will finance the Offer and the Compulsory Acquisition through available credit facilities Bank Guarantee The Offeror has in accordance with section 6-10 (7) of the Norwegian Securities Trading Act provided a Mandatory Offer Guarantee, issued by DNB, covering the Offeror's obligation to pay for the Shares to be purchased pursuant to the Offer. The text of the Mandatory Offer Guarantee is set out in Appendix Costs related to the Offer The Offeror will pay costs directly related to the VPS transactions in connection with the Acceptance of the Offer and completion of the transfer of the Shares to the Offeror under both the Offer and the Compulsory Acquisition. Accordingly, Acceptants will not incur any brokerage fees or other costs directly related to the VPS transactions in connection with the Offer and the Compulsory Acquisition. Any tax consequences or costs incurred by Shareholders for financial or legal advice, as well as any other costs in connection with the Offer or the Compulsory Acquisition, are the responsibility of each individual Shareholder and will not be reimbursed or paid by the Offeror Tax Each Shareholder accepting the Offer is responsible for any tax liability arising as a result of the settlement and any related advisory costs. The Offeror assumes no responsibility for any tax liability resulting from the acceptance of the Offer or from the Compulsory Acquisition. A general description of the tax implications of the Offer is included in section 4 "Tax Consequences" Announcements in connection with the Offer Announcements issued by or on behalf of the Offeror regarding the Offer and/or the Offer Document will be deemed to have been made once they have been received by Oslo Stock Exchange and distributed through its electronic information system. In this respect, the Offeror will have no obligation to publish, advertise or otherwise communicate any such announcement other than by making such release to Oslo Stock Exchange Acquisition of Shares outside the Offer As of 20 January 2015, the Shares will be suspended from trading and transferred to the Offeror upon execution of the Compulsory Acquisition Compulsory Acquisition The Offeror is the owner of Shares representing more than 90 per cent of the share capital and voting rights. The Board of Directors of the Offeror has resolved to implement the Compulsory Acquisition in accordance with section 4-25 of the Norwegian Public Limited Companies Act in connection with the presentation of the Offer. The implementation of the Compulsory Acquisition takes effect on the first day of the Offer Period. 13

14 Below is a translated extract of the resolution dated 19 December 2014 (in case of discrepancy between the Norwegian original text and the translation below, the Norwegian text shall prevail): "The Board of Directors resolved to execute a compulsory acquisition of all shares in CellCura ASA not already owned by Dag Dvergsten AS pursuant to the Norwegian Public Limited Companies Act section The resolution to execute the compulsory acquisition is subject to Oslo Stock Exchange' approval of the offer document, launch of the mandatory offer and that a sum equal to the redemption amount is transferred to a separate bank account. The shareholders of CellCura ASA shall be informed of the compulsory acquisition by way of including a description of the compulsory acquisition in the offer document. The compulsory acquisition shall be executed automatically once the mandatory offer is launched, and on the terms and conditions contained in the offer document. The management of Dag Dvergsten AS is authorised to accept non-material changes to the terms and conditions of the compulsory acquisition of shares in CellCura ASA, as well as complete and sign any other documents which are required or necessary in connection with the compulsory acquisition of shares in CellCura ASA." The implementation of the Compulsory Acquisition means that title to the Shares held by the Shareholders other than the Offeror and CellCura will be transferred to the Offeror. Each Shareholder retains a claim for consideration for its Shares against the Offeror. Settlement of the consideration can be chosen from the alternatives described in the section "Alternative courses of action available to the Shareholders" set forth in section 1.21 below. As a consequence of the decision to implement the Compulsory Acquisition, all Shares which are not owned by the Offeror or CellCura will be blocked and transferred from each shareholders' VPS account to a VPS account established on behalf of the Offeror. Upon the transfer of such Shares to the Offeror's VPS account, the Offeror will be entered as owner of all of the transferred Shares in the Company s shareholder register. From such time, the former owners of the Shares will not be shareholders in CellCura. The aforementioned blocking and transfer of Shares will not deprive the Shareholders of the ability to accept the Offer. If a Shareholder accepts the Offer, the Shareholder loses its right to object to the Redemption Amount in the Compulsory Acquisition. The Compulsory Acquisition will also comprise Shares held by Shareholders, if any, in jurisdictions in which the Offer is not made due to legal restrictions (see "Offer Restrictions"). Such Shareholders will receive a separate notification regarding the Compulsory Acquisition Redemption Amount under the Compulsory Acquisition The Redemption Amount per Share in connection with the Compulsory Acquisition is NOK 0.20, which is the same as the Offer Price, and will be paid in cash Objection Period and acceptance of the Redemption Amount The deadline for raising objections against, or rejecting the offer of, the Redemption Amount under the Compulsory Acquisition pursuant to section 4-25 of the Norwegian Public Limited Companies Act is 27 March 2015 (the "Objection Deadline"). Shareholders who have not accepted the Offer, and who have not raised objections or rejected the offered Redemption Amount in writing within 27 March 2015, will be deemed to have accepted the offered Redemption Amount as full settlement for the Shares acquired through the Compulsory Acquisition in accordance with section 4-25 of the Norwegian Public Limited Companies Act. 14

15 1.19. Settlement of the Compulsory Acquisition Settlement of the Redemption Amount to those Shareholders who have not accepted the Offer and not raised objections to or rejected the offered Redemption Amount within the expiry of the Objection Deadline, will be made as soon as possible and within 14 days after the expiry of the Objection Deadline (i.e. within 10 April 2015). The Redemption Amount due to each accepting Shareholder will be transferred to the bank account which the Shareholder has registered with the VPS for dividend payments. If the Shareholders have a Norwegian address and no such bank account is registered, settlement will be made by issuing a bank giro (a settlement system used in Norway, similar to a Norwegian currency banker s draft). If the Shareholders have an address outside of Norway and there are no records of such bank account, settlement will be made by issuing a cheque. The aggregate Redemption Amount has, in accordance with section 4-25 of the Norwegian Public Companies Act, been deposited in a designated bank account. The deposited amount will be reduced as each settlement takes place either to Shareholders accepting the Offer or as settlement in accordance with the Compulsory Acquisition Rights of Shareholders in connection with the Compulsory Acquisition Each Shareholder not accepting the Offer has the right, in accordance with section 4-25 of the Norwegian Public Limited Companies Act, to reject or raise objections with regard to the offered Redemption Amount. The redemption amount may in such a case be set through an assessment by the Norwegian courts, subject to special procedural rules. Both the size of the redemption amount and the payment date will be determined as part of the assessment process. The Offeror will as a main rule be obliged to cover the costs related to the assessment process, but exceptions from this rule may apply. The assessment tribunal is not bound by the Redemption Amount offered by the Offeror, and the assessment tribunal may accordingly determine that the redemption amount shall be higher or lower than the offered Redemption Amount. The assessment process must be expected to take time, and no payment for the Shares will be made until the assessment process has been finalized, until which the Redemption Amount offered for such Shares will be held at the separate bank account established in connection with the Compulsory Acquisition. Shareholders who wish to raise objections or to reject the offered Redemption Amount must give notice of this by the Objection Deadline to: Kvale Advokatfirma DA Attention: Attorney-at-law Tony Støkkebo P.O. Box 1752 Vika N-0122 Oslo Norway Shareholders who do not raise objections or reject the offered Redemption Amount within the Objection Deadline will be regarded as having accepted the offered Redemption Amount Alternative courses of action available to the Shareholders The Shareholders' rights in relation to the Offer and Compulsory Acquisition of the Shares may be summarized as follows: (i) The Shareholder may accept the Offer prior to the expiry of the Offer Period, which is 17 February 2015 at 16:30 (CET). Settlement is expected to be on or about 23 February 2015, however at the latest 14 days after the expiration of the Offer Period. Shareholders who may not legally accept this Offer (as further described in section 1.29) cannot accept the Offer and will have their Shares acquired through the Compulsory Acquisition. 15

16 (ii) (iii) The Shareholder may remain passive and take no action to accept or reject the Offer or the Redemption Amount offered in connection with the Compulsory Acquisition. Upon the expiry of the Objection Deadline for the Compulsory Acquisition, such Shareholder will, in accordance with section 4-25 of the Norwegian Public Limited Companies Act, be deemed to have accepted the Redemption Amount as full settlement for the Shares acquired through the Compulsory Acquisition. Settlement will then take place as soon as possible and within 14 days after the expiry of the Objection Deadline (i.e. within 10 April 2015). The Shareholder may reject or raise objections to the offered Redemption Amount under the Compulsory Acquisition within the Objection Deadline (i.e. at the latest on 27 March 2015). Each of the Offeror and the rejecting or objecting Shareholder will in such case, in accordance with section 4-25 of the Norwegian Public Limited Companies Act, have the right to require that the consideration for such Shareholder's Shares shall be determined by an assessment by the Norwegian courts. The settlement date for the Shares under this alternative is unknown. Shareholders who wish to accept the Offer are requested to complete and return the attached Acceptance Form prepared for this purpose. For further information on how to accept the Offer, see section 1.7. Shareholders who wish to raise objections or to reject the offered Redemption Amount must give notice as set out in section 1.20 above Benefits to Board and Management/Key employees of CellCura No payments or other benefits of any kind will be made or have been held in prospect by the Offeror or any of its affiliates to the directors or members of the board of directors and executive management of the Company in connection with the Offer other than payment of the Offer Price in respect of Shares sold under the Offer Consequences for the Company's employees, Board of Directors and Management The completion of the Offer and the Compulsory Acquisition will not in itself have any legal, economic or other work-related consequences for the Company's employees. The Offeror's intention is not to reduce the staff. But the Offeror might consider transferring certain corporate functions to the Offeror, which might lead to some reduction in the Company's workforce. Employees of the CellCura group that would be transferred or integrated in the Offeror by other means will maintain the same rights as they had in CellCura. Any reduction of the workforce will be carried out in accordance with applicable law and any applicable collective agreements, including consultations with employee representatives as early as possible. There are currently no immediate plans for changes that may have legal, economic or other work-related consequences for the Company's employees Legal Consequences of the Offer The Offer and the Compulsory Acquisition will result in the Offeror becoming the owner of all the Shares in the Company. The Offeror is not aware of any consents or approvals required from governmental or regulatory authorities for the completion of the Offer. The Offeror intends to apply for a delisting of CellCura, as further described in section 1.27 below "Delisting of the Shares" Contact with the Company prior to announcement of the Offer As described in section 1.1 above, the Offeror entered into a convertible loan agreement following negotiations with the board of directors and a resolution by the shareholders meeting in CellCura. The Chairman of CellCura Dag Dvergsten did not participate in this process as he is the owner of the Offeror. 16

17 There has been contact between the Offeror and the Company from the period immediately prior to the Offeror's conversion of the loan and up to the announcement of this Offer in order to discuss actions required for the preparation of this Offer Statement from the Board of Directors of the Company and independent expert statement The Board of Directors of CellCura has a duty under section 6-16 of the Norwegian Securities Trading Act to issue a statement on its assessment of the Offer's consequences in respect of the interest of the Company, including the effect, if any, of strategic plans by the Offeror noted in the Offer Document on the employees and the location of the Company's business as well as other factors of significance for assessing whether the Offer should be accepted by the Shareholders. Under section 6-16 of the Norwegian Securities Trading Act, such statement must be made public no later than one week prior to the expiry of the Offer Period. However, according to section 6-16 (4) of the Norwegian Securities Trading Act, Oslo Stock Exchange may require that the formal statement pursuant to section 6-16 of the Norwegian Securities Trading Act is issued by an independent third party on behalf of the Company when an offer is made in agreement with the board of directors of the target company. The statement will be made public no later than one week prior to the expiry of the Offer Period, in accordance with section 6-16 of the Norwegian Securities Trading Act Delisting of the Shares The Offeror intends to propose for the general meeting in CellCura to apply for a delisting of the Company. After the Compulsory Acquisition is implemented on 20 January 2015, the Offeror will be the sole Shareholder of CellCura and consequently there will be no more trading of the Shares on Oslo Stock Exchange from that date Legal Venue and Choice of Law The Offer is subject to Norwegian law. Any dispute arising out of or in connection with this Offer shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue Non-Norwegian Shareholders The Offer and this Offer Document is not to be regarded as an offer, whether directly or indirectly, in jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Norway wanting to accept the Offer must make inquiries on relevant and applicable legislation, including but not limited to whether public consent is required and possible tax consequences. The Offer is not made, neither directly nor indirectly, and sale will not be accepted from or on behalf of, Shareholders in any jurisdiction where presenting the Offer or acceptance thereof would be a contravention of the laws of such jurisdictions. This Offer Document and related Acceptance Forms may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. Any purported acceptance of the Offer in breach of these requirements will not be valid Miscellaneous Confirmation of receipt of Acceptance Forms or other documents will not be issued by or on behalf of the Offeror. No notification will be issued in the event of a rejection of an Acceptance Form that is incorrectly completed or received after the end of the Offer Period. This Offer Document will be sent to all Shareholders registered in the shareholders register in the VPS on 20 January 2015 to the addresses registered at their respective VPS accounts, except for Shareholders in jurisdictions where this Offer Document may not be lawfully distributed. 17

18 The Receiving Agent will treat the delivery of the Acceptance Form as an execution only instruction from the Shareholder to sell his/her Shares under the Offer and will not determine whether the acceptance and selling of the Shares is appropriate or not for the Shareholder. The Shareholder will therefore not benefit from the protection of the relevant conduct of business rules in accordance with the Norwegian Securities Trading Act. Further information on the Offer may be obtained from: Norne Securities AS Haakon VIIs gt Oslo Telephone: or se@norne.no or set@norne.no 18

19 2. INFORMATION ABOUT CELLCURA 2.1. Introduction The following section contains a brief presentation of CellCura and its operations. The information on CellCura is based on the Company's public accounts and other material in the public domain. The Offeror and its representatives disclaim any responsibility and liability for the accuracy or completeness of the Offer Document in terms of the information of CellCura. For a more detailed description of the Company, please refer to CellCura's website: Information may also be obtained through the annual reports or quarterly reports of CellCura, or through other public information Company Description CellCura is a Norwegian public limited liability company (in Norwegian: "allmennaksjeselskap") incorporated and existing under the laws of Norway. The Company is registered with the Register of Business Enterprises under the registration no CellCura was incorporated on 27 August 1998 under the company name Senter of Industriell Logistikk AS. In 2006, following an acquisition, Dag Dvergsten, Dr. Jarl Kahn, Prof. Arne Sunde and Lesley Hutchins founded CellCura with support from a seed funding company. The Company was listed on Oslo Axess in The Company's core business is related to development, production and sale of novel equipment and products for use in assisted reproductive technology (ART) and stem cell research throughout the world. The core technologies have been created through 15 years of research, and products from CellCura is aiming to improve safety and efficiency in both clinical and research environments. CellCura is the ultimate parent company of the group. The Company has three wholly owned subsidiaries, CellCura Inc. in the United States of America, CellCura Software Solution A/S in Denmark and CellCura PFM AS in Norway Shares and Share Capital As at the date of this Offer Document, the Company has a registered share capital of NOK divided into Shares, each with a par value of NOK The Company has one class of Shares which are freely transferable and listed on Oslo Axess with the ticker "CELL". Upon execution of the Compulsory Acquisition, all the Shares not currently owned by the Offeror will be blocked and transferred to the Offeror. Consequently, the Shares will no longer be traded as of 20 January Selected Financial Information The following tables below provide a summary of the profit and loss account and balance sheet for CellCura for the years ended 2011, 2012 and 2013, as well as YTD Q The financial information has been prepared in accordance with IFRS. The consolidated historical financial data as of and for each of the financial years 2011, 2012 and 2013 is derived from the Company s audited financial statements for 2011, 2012 and 2013, while the figures for 2014 are extracted from unaudited consolidated quarterly reports. The information and data in this section is only a summary and should be read in conjunction with, and is qualified in its entirety by, reference to the Company s audited consolidated financial statements available at 19

20 Consolidated Income Statement In NOK thousands Q (unaudited) 2013 (audited) 2012 (audited) 2011 (audited) Revenue 412 4,356 2,855 1,024 Cost of sales (64) (2,366) (2,076) (553) Personnel expenses (693) (4,964) (7,883) (8,379) Depreciation (1,745) (7,123) (7,112) (7,223) Other operating expenses (1,271) (12,677) (17,622) (16,867) Operating profit/loss (3,361) (22,775) (31,838) (31,998) Net financial income/expenses (1,059) (2,579) (424) (2,754) Profit/loss before income tax (4,420) (25,353) (32,262) (34,752) Income tax Profit/loss for the period (4,319) (24,723) (31,556) (34,216) Consolidated statement of financial position In NOK thousands Q (unaudited) 2013 (audited) 2012 (audited) 2011 (audited) ASSETS Deferred tax asset Goodwill 2,706 2,788 2,441 2,588 Intangible assets 6,693 11,977 18,520 25,940 Property, plant and equipment Total non-current assets 9,756 15,111 21,108 28,713 Trade receivables Other short term assets 1, ,851 1,935 Inventory 2,372 3,182 6,660 6,384 Cash and cash equivalents ,727 Total current assets 4,292 4,985 9,376 13,507 Total assets 14,048 20,096 30,484 42,220 EQUITY AND LIABILITIES Issued capital 13,041 13,041 4,745 3,624 Additional paid in capital 87,632 87,632 75,745 71,196 Retained earnings (123,997) (111,379) (86,656) (55,100) Currency translation adjustments (419) 63 Total equity (22,625) (9,912) (6,586) 19,782 Borrowings 13,155 9,990 12,400 3,851 Deferred tax liability ,017 1,811 Total non-current liabilities 13,453 10,687 13,417 5,662 Current portion of non-current borrowings 1,504 4,956 2,227 5,950 Shareholder loans 12,978 4,229-4,844 Trade payables 5,284 8,001 9,239 4,046 Other short term liabilities 3,454 2,134 3,760 1,937 Total current liabilities 23,220 19,321 15,226 16,776 Total liabilities 36,673 30,008 26,643 22,438 Total equity and liabilities 14,048 20,096 30,484 42,220 20