Commencement of voluntary cash offer to acquire all shares in Mercell Holding
ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement made on 25 May 2022
regarding the contemplated voluntary cash offer (the "Offer") from Spring Cayman
Bidco, LLC to acquire all shares (the "Shares") of Mercell Holding ASA
("Mercell"). Reference is also made to the announcement made by the Oslo Stock
Exchange today, in its capacity as take-over authority, where it was announced
that the offer document for the Offer (the "Offer Document") was approved.

Commencement of the Offer is hereby announced. The Offer is being made by Spring
Bidco (Norway) AS (the "Offeror"), an affiliate of Spring Cayman Bidco, LLC, on
the terms and conditions set out in the Offer Document prepared by the Offeror
dated 10 June 2022. The Offer is a result of a strategic process conducted by
the Board of Directors of Mercell, and the Board has unanimously decided to
recommend the shareholders of Mercell to accept the Offer.

Funds managed by Viking Venture AS and Luxor Capital Group, who combined own
24.04% of the Shares, have entered into irrevocable undertakings to accept the
Offer. The pre-acceptances cannot be withdrawn irrespective of whether a
competing offer is made.

Subject to the terms and conditions set out in the Offer Document, the Offeror
is offering a cash consideration of NOK 6.30 per Share of Mercell (the "Offer
Price"). The Offer Price represents:

  · a premium of 110% compared to the closing Share price of NOK 3.005 on 24 May
2022 (being the last trading day before announcement of the recommended
voluntary offer)