Aker BioMarine ASA: Proposed merger and optional cash offer

July 16 2026 - Aker BioMarine ASA ("Aker BioMarine" or the "Company") and Aker
ASA ("Aker") today announce a proposed merger between Aker BioMarine and Aker
Capital NewCo AS ("MergerCo"), an indirect subsidiary of Aker. Simultaneously,
Aker's subsidiary Aker Capital AS ("Aker Capital") announces its launch of an
optional cash offer to acquire all outstanding shares in Aker BioMarine for NOK
105 per share. Aker, through Aker Capital, currently owns 77.67% of the shares
in Aker BioMarine.

On 12 February 2026, Aker BioMarine announced that it had appointed financial
advisers to explore strategic alternatives for its Human Health Ingredients
(HHI) business, including a potential sale. The Company and its advisers
subsequently conducted broad pre-marketing efforts ahead of an anticipated
structured process in the second half of 2026. 

Following pre-marketing, early phase bilateral discussions have been held with
several strategic and financial parties expressing interest for the business,
confirming HHI's strong growth, margins and market positions, and resulting in
multiple indicative transaction proposals. The most advanced indications
received by Aker BioMarine included deferred and uncertain earn-out arrangements
and further discussions did not result in a proposal that adequately reflects
the market opportunity ahead. 

Based on the process held so far in 2026, it seems unlikely that better offers
will become available during a continued process later this year. Aker and Aker
BioMarine have therefore engaged in discussions related to the future ownership
structure of the Company.

The parties have agreed on a statutory merger, with Aker BioMarine as the
transferring company and MergerCo as the acquiring company with merger
consideration in a combination of shares in Aker and cash (the "Merger").
Following completion, Aker BioMarine will be wholly owned by Aker and continue
its development in a private setting, supported by Aker's long-term ownership
perspective. A private ownership setting is expected to provide greater
flexibility to pursue long-term operational and strategic initiatives.

The Merger is based on a value of NOK 105 per Aker BioMarine share and is
subject to the terms and conditions set out in a merger plan approved by the
boards of Aker BioMarine and MergerCo (the "Merger Plan"). To provide the
Company's shareholders with the opportunity to realise their investment, Aker
Capital launches an optional cash offer (the "Cash Offer") for all outstanding
shares in Aker BioMarine at NOK 105 per share, equal to the value per share
applied in the Merger.

The Board has concluded that NOK 105 per share represents attractive value for
shareholders. The valuation reflects the outcome of an extensive market process
and discussions with multiple strategic and financial parties. Having assessed
the available alternatives, the Board concluded that the proposed transaction
offers the best combination of value, certainty and executability. 
 
The Board has received a fairness opinion concluding that the consideration
offered to shareholders is fair from a financial point of view. The board of
directors of Aker BioMarine has unanimously resolved to recommend that
shareholders approve the Merger and that shareholders who wish a full exit
accept the Cash Offer.

When Aker BioMarine announced the strategic review of its Feed Ingredients
business on 14 February 2024, the share price was NOK 43. The Merger and the
Cash Offer value the Company at NOK 105 per share. Together with the NOK 45 per
share dividend paid in September 2024, this represents total value of NOK 150
per share and substantial value creation for our shareholders.

Ola Snøve, Chair of the Board of Aker BioMarine, and Matts Johansen, Chief
Executive Officer of Aker BioMarine, have informed the Company that they intend
to accept the Cash Offer for all shares held by them.

"The Board has carefully considered all available alternatives and concluded
that the Merger represents the best available option for the Company and its
shareholders. It offers attractive value, a high degree of transaction certainty
and the choice between full cash consideration and continued exposure to Aker,"
says Ola Snøve, Chair of the Board of Aker BioMarine. 

"This process has reinforced our belief in the quality and long-term potential
of Aker BioMarine. We have strong positions, attractive margins and significant
opportunities ahead of us. With Aker as a committed and value-oriented owner, we
believe the Company will have the right framework to continue developing the
business and create value over time," says Matts Johansen, CEO of Aker
BioMarine.

Key terms of the Merger
Pursuant to the Merger, Aker BioMarine will merge with MergerCo, a wholly-owned
subsidiary of Aker Capital and indirect subsidiary of Aker. Shareholders in Aker
BioMarine (other than Aker Capital) will upon completion of the Merger receive
merger consideration in the form of [0.0706] shares in Aker for every share
owned in the Company, plus a cash amount of NOK 21 per share. The exchange ratio
is based on a value of NOK 105 per Aker BioMarine share and NOK 1,189 per Aker
share.

Fractions of Aker consideration shares will not be allotted in the Merger. For
each Aker BioMarine shareholder the number of Aker shares will be rounded down
to each whole number, or to zero shares. Excess shares, which because of this
round down will not be allotted to eligible shareholders, will be issued to and
sold by an appointed investment bank or other third party according to
instructions from Aker at the expense and risk of the beneficiaries with a
proportionate distribution of net sales proceeds among the shareholders who have
the number of consideration shares rounded off.

Completion of the Merger is subject to approval by an extraordinary general
meeting in Aker BioMarine (the "Aker BioMarine EGM"), expected to be convened
tomorrow, 17 July 2026, and held on 17 August 2026. As described in the Merger
Plan, completion is further conditional upon customary closing conditions.

Completion of the Cash Offer is conditional upon the Merger Plan being approved
by the Aker BioMarine EGM.

The Merger Plan will be submitted to and registered by the Norwegian Register of
Business Enterprises in accordance with Section 13-13 of the Norwegian Companies
Act. Notice for the Aker BioMarine EGM will be sent to shareholders shortly and
announced separately. For further information on the Merger, please see the
Merger Plan. The Merger Plan will be available on [www.akerasa.com] and
[akerbiomarine.com] tomorrow, 17 July 2026.

Closing of the Merger is expected to take place during H2 2026.

***

Media contact:
Marte Dalsegg, EVP Communications
+47 93 43 30 87
Marte.dalsegg@akerbiomarine.com

Investor contact:
Christopher Robin Vinter, SVP Finance 
+47 91 16 08 20 
Christopher.vinter@akerbiomarine.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication, through the agency of the contact persons set out
above, at 2026-07-15 07:00 CEST.
-12 of the Norwegian Securities Trading Act. The information was\
submitted for publication\, through the agency of the contact persons set out\
above\, at 2026-07-15 07:00 CEST.\