o Meltwater shareholders to receive NOK 18 per share, to be settled in cash,
shares in the Offeror or a combination thereof.
o The Offer Price represents a premium of 36% to the last traded price of NOK
13.25 as per 18 January 2023 and 135% to the last traded price of NOK 7.67 as
per 14 September 2022, the day immediately preceding announcement of the
strategic review.
o The Offeror is controlled by Altor and Marlin.
o The Board supports and unanimously recommends the Offer. 
o The Offer and the launch thereof are subject to certain terms and conditions
of a transaction agreement between Meltwater and the Offeror, which includes a
minimum acceptance level of 95% of the shares, which will be lowered to 80% if
Meltwater's shareholders vote in favour of certain post completion restructuring
measures (as described below). The Offer is expected to be launched at the end
of Q1 2023.
o The Offeror has received an irrevocable pre-acceptance to accept the Offer
from shareholders representing 29% of the issued and outstanding Meltwater
shares as at the date hereof. Together with Altor's holding in Meltwater through
its portfolio company Big Data Holding Ltd, the Offer is supported by
shareholders representing 41% of the Meltwater's issued and outstanding shares
as at the date hereof.
o Meltwater to become a private company upon completion of the transaction.
o Meltwater provides a preliminary update on Q4 2022 financial results.

Oslo, 18 January 2023: 

Meltwater N.V. (the "Company" or "Meltwater") and MW Investment B.V. (the
"Offeror") are pleased to announce that the Offeror intends to launch a
voluntary offer to acquire all outstanding shares of Meltwater at a price of NOK
18.00 per share (the "Offer Price") to be settled in cash, shares in the
Offeror, or a combination thereof as further described below (the "Offer"). 

Since the initial expression of interest of the Offeror, the board of directors
of Meltwater (the "Board") has followed a fair and thorough process where the
independence of the deliberations and decision-making have been carefully
safeguarded. Executive chair Jørn Lyseggen, controlling large shareholder
Fountain Venture AS, and non-executive director Mattias Holmström, partner at
Altor, have been determined to have a conflict of interest within the meaning of
article 2:129(6) of the Dutch Civil Code, and hence have not participated in the
deliberations and decision-making of the Board with respect to the Transaction.
Accordingly, all references to the Board herein are to the Board excluding Jørn
Lyseggen and Mattias Holmström. A special committee consisting of the remaining
(non-executive and non-conflicted) Board members (the "Special Committee") have
represented Meltwater in its negotiations with the Offeror.

The Board (excluding its members having a conflict of interest) has unanimously
resolved to recommend that shareholders of the Company accept the Offer. The
Offer is a result of a strategic review process initiated on 15 September 2022
and conducted by the Board in consultation with J.P. Morgan Securities plc and
DNB Markets, a part of DNB Bank ASA. 

The Offeror is a newly incorporated company established for the purpose of
making the Offer, and to be indirectly majority owned by Altor Fund III and
Altor Fund V and/or another successor fund managed by Altor Fund Manager AB
(jointly "Altor") and funds managed by Marlin Equity Partners ("Marlin"), and is
further described in the section "About MW Investment B.V." section below.

The completion of the Offer will among other be subject to a minimum acceptance
level of at least 95% of the issued and outstanding share capital and voting
rights of Meltwater on a fully diluted basis, excluding any treasury shares (the
"Fully Diluted Target Shares") as at the last day of the Offer period, which is
lowered to 80% of the Company's issued and outstanding shares, excluding
treasury shares, as at the last day of the Offer period if the Company's
shareholders, at an extraordinary general meeting, vote in favour of the Merger,
Share Sale and Liquidation restructuring measure (as further described below).

The Offeror and Meltwater have entered into a transaction agreement (the
"Transaction Agreement") regarding the Offer, pursuant to which, on certain
terms and conditions, the Offeror has agreed to make, and the Board has agreed
to recommend, the Offer. The Offeror has received an irrevocable pre-acceptance
to accept the Offer from Fountain Venture AS, a company controlled by executive
chair Jørn Lyseggen and representing 29% of the issued and outstanding
shares in the Company as at the date hereof, which has agreed to roll over all
its shares. The pre-acceptance cannot be withdrawn irrespective of any competing
offers for Meltwater being made.

In total, including Altor Fund III's current holding of 39,572,555 shares in
Meltwater through its portfolio company Big Data Holding Ltd and the
pre-accepting shareholder, the Offer is supported by shareholders representing
41% of the Company's issued and outstanding shares as at the date hereof.

Background and comments

"The Board of Meltwater has completed a thorough and robust strategic review
process which was announced on 15 September 2022. As part of the process, the
Board has engaged in discussions with strategic and financial parties, in order
to reach the best outcome for the Company and its business, taking into account
the interests of its stakeholders, including its shareholders. Today, the Board
has unanimously resolved to recommend that shareholders of the Company accept
the proposed offer from Altor and Marlin," said Erik Langaker on the behalf of
the Special Committee of the Board.

"We look forward to partnering with Marlin's and Altor's teams to execute on our
vision and mission to be the global leader in digital and social media
monitoring and intelligence, to help customers monitor, understand, and
influence the world around you based on data insights from the outside. I am
proud of our proven track record of profitable growth, underpinned by
subscription-based, recurring revenue contracts and committed customer base. We
believe this transaction will bring new opportunities to Meltwater and we look
forward to working with new ownership focusing on our continued success,"
commented John Box, CEO of Meltwater.

"We believe Meltwater represents a unique opportunity to invest in an industry
leader in the media intelligence software space with proven strategic product
capabilities. Meltwater's solutions have a significant market opportunity and
are critical to strategic brand decisions across enterprises globally. We are
eager to work together in partnership with Altor and management to fuel the
strong growth trajectory of the company," said Nathan Pingelton, a Managing
Director at Marlin.

"Altor and Marlin are aligned with Meltwater's strategy and taking Meltwater
private will enable a greater ability to execute on this strategy by investing
in product, sales and strategic M&A, as Meltwater has successfully pursued
historically. Our longstanding investment in Meltwater is based on our
confidence in its leadership position, strong culture, and team, and we remain
very confident in the company's future potential," said Mattias Holmström,
Partner at Altor.

About the Offer

Subject to customary launch conditions, including the approval of the Offer
Document (as defined
below) by Oslo Børs, the Offer will be made as a recommended voluntary exchange
offer in accordance with Chapter 6 of the Norwegian Securities Trading Act and
applicable Dutch regulations on the terms and subject to the conditions set out
in the Transaction Agreement.

Under the Offer, shareholders of Meltwater will be offered an Offer Price of NOK
18 per share of Meltwater, valuing the total share capital of Meltwater on a
fully diluted basis at a market capitalisation of approximately NOK 5,800
million. The Offer Price represents a premium of 
o 36% to the last traded price of NOK 13.25 as per 18 January 2023