ORLANDO, Fla., 11 August 2021 - Kalera AS (Euronext Growth Oslo: KAL, Bloomberg:
KSLLF), one of the fastest-growing and largest vertical farming companies in the
world, announces today that it has entered into a share purchase agreement for
the acquisition of all shares in &ever GmbH, a global leader in baby leaf indoor
farming, for a total consideration reflecting an enterprise value for &ever GmbH
of EUR 130 million on a cash and debt free basis as of 1 July 2021. The
consideration will consist of a combination of cash and Kalera shares. Under the
terms of the agreement, &ever GmbH shareholders will receive EUR 21.6 million in
cash and 27,856,081 Kalera shares at a subscription price of NOK 36.68. 

The cash consideration will be financed through a debt facility provided by DNB
or by other financing sources available to Kalera. Kalera shareholders will own
an 87% stake in the combined company, while current &ever GmbH shareholders will
own 13%, on a fully-diluted basis.  

&ever is a vertical farm company headquartered in Germany with operations in the
Middle East, Asia and Europe.  The acquisition will transform Kalera into a
global vertical farming leader, accelerating its plans for international growth
and broadening its product line to include several cut leaf baby greens in high
demand.

The company will be wholly owned by Kalera AS upon closing of the transaction.
&ever GmbH will be renamed to Kalera GmbH.


Leading Technology and Capabilities for Baby Leaf Production
Founded in 2015 to grow select baby leaf produce and herbs including spinach,
kale, endive, arugula, watercress, cilantro and bok choy, &ever has developed a
proprietary approach for seeding, germination, propagation, harvesting, and
delivery of fresh baby leaf products that optimize the entire production cycle
through unique growing methods and technologies. 

&ever has operations in Europe, Asia, and the Middle East and has designed
production facilities of various sizes, ranging from small scale installations
to mega-farms. Large-scale installations or mega-farms allow for mass scale
production of baby leaf greens in facilities that can be built in less than
10-months and that can produce up to of 1,500 MT of produce per year. 

&ever has a large-scale farm in Kuwait that is currently in ramp-up phase, built
in partnership with NOX Management. A second mega-farm is under construction in
Singapore with support from a major competitive government grant and is expected
to start operations during Q1 2022.  

Small scale production facilities include an on-site Grow Box® for small retail
stores and an on-site Grow Tower® for larger retail stores allowing the company
to grow on-site in a local grocery store.  

In addition, the company has unique growth solutions that include Dryponics® and
Bestponics®, which are exclusive to &ever and expand the existing alternatives
for growing leafy greens. Additional capabilities include advanced climate cells
for perfect climate conditions for each product and an automated intra-farm
bench movement system that significantly reduces operating expenses for high
volume/short cycle growing methods, developed in partnership with German
engineering firms Viessmann and Kardex Mlog, and Italy-based Modula.

Transformational Acquisition Creating a World Leader in Vertical Farming 
"With Kalera's farms in North America and &ever's operations in Asia, the Middle
East and Europe, we will jointly revolutionize the global vegetable production
industry and further expand our market leadership in vertical farming," says
Daniel Malechuk, CEO of Kalera. "In addition, we see &ever's climate cell
technology and their high degree of automation as excellent additions to our
advanced nutrient management system, which will further increase the
productivity of our production facilities."

 "From the beginning, our vision has been to offer communities worldwide
hyperlocal high-quality salads and herbs year-round. Together with Kalera, we
have now come a big step closer to this goal," says Dr. Henner Schwarz, CEO of
&ever who will serve as Managing Director of EMEA and Asia for the combined
entity. "We share very similar visions, core values, and goals and are eager to
immediately begin the integration of the companies together."

"The merger is an important milestone for the global future of vertical farming.
We are very much looking forward to the next steps with &ever as a new, stronger
Kalera," says Daniel Malechuk who will serve as CEO of the combined company.
"This acquisition, combined with our previous acquisition of Vindara, the only
seed company dedicated specifically for controlled environment agriculture,
continues to complement and accelerate Kalera's now global industry-leading
position."

The Largest Portfolio of Indoor Farming Systems 
Through the combination with &ever's existing portfolio of vertical farms,
Kalera will own the largest portfolio of farming systems from small in-store or
on-property farms to megafarms, allowing Kalera to serve all market segments
through a full spectrum of indoor farming systems that require low CAPEX and can
deliver all products ranging from baby leaf, full head, cut leaf, or teen leaf
to serve all segments and customer preferences.

Ability to Produce the Full Array of Leafy Green Products from Whole-Head to
Baby Leaf
The indoor farming industry has been highly fragmented into different product
segments between microgreens, baby leaf, cut leaf, teen leaf, and full head.
Kalera will become the only company with capabilities to serve every segment
within the leafy green industry solidifying Kalera's position as the overall
indoor farming market leader. This will provide retailers and foodservice
customers with a single source to serve all their leafy green needs, a value
proposition in the marketplace that no other company has been able to offer
until now.

Accelerate Global Expansion
Kalera will accelerate its international rollout plan with the addition of two
international facilities and a strong pipeline of opportunities especially in
the Middle East and Asia. The &ever facility in Kuwait is a partnership with NOX
Management, an investment arm of IFA Group, an owner of food markets, restaurant
chains, retail chains, and food distributors. The &ever farm in Singapore is
under construction and will launch operations by the end of Q1 2022. These two
farms will become Kalera's first international operations accelerating Kalera's
rollout schedule. Additional rapid international expansion at strategic
locations throughout Asia, Middle East, and Europe, will be driven by Kalera's
and &ever's combined business plan with an ability to offer the widest product
portfolio to customers.  

World-class Management Team to Join Kalera
&ever's management team will join Kalera to strengthen Kalera's international
business development initiatives and operational capabilities. In addition, one
member of &ever's Board will join Kalera's Board, adding to a team of
world-class professionals that will help to drive the company's future. 

Technology and Partnerships are Highly Complementary
With &ever, Kalera adds grow technologies and strong German engineering
partnerships.  Kalera's best-in-class hydroponic grow systems have been used
to-date for growing whole-head lettuce and microgreens, whereas Dryponics® and
Bestponics® technology is more flexible and productive for growing baby leaf
including certain product varieties such as spinach and arugula.  &ever's
technology also allow for a more effective offering of smaller in-store growing
systems. These technologies can be combined to produce a wider variety of
products with maximum efficiency.  &ever's partnerships with Viessmann and
Kardex Mlog, and Modula add outstanding expertise in climate control and in-farm
bench movement systems, respectively. 

Transaction Terms
Under the terms of the agreement, &ever GmbH shareholders will receive EUR 21.6
million in cash and 27,856,081 Kalera shares at a subscription price of NOK
36.68. The consideration shares will be subject to a twelve-month lock-up after
closing except for management who will be subject to a three-year lock-up.  

The cash consideration will be financed through a debt facility provided by DNB
or by other financing sources available to Kalera.

Kalera shareholders will own an 87% stake in the combined company, while current
&ever GmbH shareholders will own 13%, on a fully-diluted basis.  

By continuing to own shares of the combined company, &ever GmbH shareholders
will have the opportunity to participate in the enlarged Kalera's long-term
value creation potential.

The current &ever shareholders will propose Faisal Al-Meshal as a new Kalera
Board member and Dr. Klaus Bader as an observer to the Kalera Board, both to be
proposed for election at a Kalera general meeting. The election is expected to
take effect upon completion of the contemplated merger between Kalera and the
new Luxembourg parent for the group, which has previously been announced. In the
period between completion of the &ever acquisition and such merger, Faisal
Al-Meshal and Dr. Klaus Bader will be invited to participate in Kalera Board
meetings.  

Up to 2.2 million Kalera share options will be granted to &ever management in
connection with the transaction. The options will have a strike price of NOK 36
and will vest over four years with the following schedule: 0% at the end of year
one, 25% at the end of year two, 25% at the end of year three, and 50% at the
end of year four.   

The transaction is subject to customary closing conditions, including a
resolution of the Kalera general meeting to issue the consideration shares to
the &ever shareholders.

It is expected that the transaction will be completed by the end of September
2021.

A presentation about the acquisition is attached here and is also available at
the Kalera's website, www.kalera.com/investor.


About &ever:
&ever is a German indoor vertical farming company that combines technologies
from the fields of software, mechanical engineering and agriculture. &ever has
been represented on the global market since 2015 and operates a large vertical
farming facility in Kuwait, in addition to in-store grow-towers in Germany.  It
is also currently constructing a mega-facility in Singapore. The company's focus
is on building sustainable farms in cities around the world to provide more and
more people with better tasting lettuce with higher nutrient content at the same
time. The patented cultivation systems from &ever are easily scalable in shape
and size so that indoor vertical farms of various sizes can be operated anywhere
in the world, regardless of local climatic conditions.  More information is
available at www.and-ever.com. 

About Kalera:
Kalera is an American vertical farming company based in Orlando, Florida.  The
company uses technology to ensure that more people around the world have access
to the freshest, most nutritious, and cleanest products possible. It has spent
several years optimizing plant nutrient formulas and developing an advanced
automation and data acquisition system with Internet of Things, cloud, big data
analytics and artificial intelligence. Kalera currently operates farms in
Orlando, Florida, and Atlanta, Georgia. Kalera's Houston, Texas farm will open
soon, and the company has plans to open more farms in the US and also in both
the Middle-East and Asia in the coming months. More information is available at
www.kalera.com.
 
For more information, please contact:

Daniel Malechuk, CEO
Phone: +1 407 574 2382
Email: dmalechuk@kalera.com

Bjorge Gretland, Chairman
E-mail: bgretland@kalera.com

Important notice:
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict, and are beyond their
control. Actual events may differ significantly from any anticipated development
due to a number of factors, including without limitation, changes in public
sector investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Company's ability
to attract, retain and motivate qualified personnel, changes in the Company's
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement. 

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.