MRCEL: Compulsory acquisition of shares in Mercell Holding ASA

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INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement made on 8 August 2022
regarding completion of the recommended voluntary cash offer (the "Offer") made
by Spring Bidco (Norway) AS ("Spring Bidco (Norway)") to acquire all the shares
in Mercell Holding ASA ("Mercell") and the contemplated compulsory acquisition
of remaining shares in Mercell. Following completion and settlement of the
Offer, Spring Bidco (Norway) has acquired and holds a total of 483,289,024
shares in Mercell, equivalent to approximately 96.1% of the shares and voting
rights in Mercell on a fully diluted basis. 

The board of directors of Spring Bidco (Norway) has, effective from after close
of trading on Oslo Børs today, 11 August 2022, resolved to carry out a
compulsory acquisition of all remaining shares in Mercell not owned by Spring
Bidco (Norway), pursuant to section 4-25 of the Norwegian Public Limited
Liability Companies Act cf. section 6-22 of the Norwegian Securities Trading
Act. As a consequence, Spring Bidco (Norway) has assumed ownership to all shares
in Mercell. The offered redemption price under the compulsory acquisition is NOK
6.30 per share in Mercell, equal to the offer price per share in the completed
Offer.  

Settlement of the redemption price to the former minority shareholders will take
place no later than 17 August 2022. A notice regarding the compulsory
acquisition will be sent to all former shareholders subject to the compulsory
acquisition whose addresses are known. In addition, the compulsory acquisition
will be announced through the electronic notice service of the Norwegian
Register of Business Enterprises (Nw. Brønnøysundregistrene). 

Spring Bidco (Norway) has obtained a guarantee for the settlement of the
aggregate redemption price under the compulsory acquisition in accordance with
section 6-22 (3) no. 3 of the Norwegian Securities Trading Act. Any objections
to, or rejection of, the offered redemption price must be made at the latest by
23:59 hours (CEST) on 11 October 2022. Former shareholders of Mercell who do not
object to, or reject, the offered redemption price within this deadline will be
deemed to have accepted the offered redemption price.

As a consequence of the compulsory acquisition, Spring Bidco (Norway) will
pursue a delisting of Mercell's shares from Oslo Børs and separate stock
exchange announcements will be published regarding the timing for such
delisting.
About Spring Bidco (Norway): 

Spring Bidco (Norway) AS is a private limited liability company formed and
registered pursuant to Norwegian law, and indirectly wholly owned by funds
advised or managed by Thoma Bravo Global, LLC and its affiliates ("Thoma
Bravo"). Thoma Bravo is one of the largest private equity firms in the world,
with more than USD 114 billion in assets under management as of 31 March 2022.
The firm invests in growth-oriented, innovative companies operating in the
software and technology sectors. Leveraging the firm's deep sector expertise and
proven strategic and operational capabilities, Thoma Bravo collaborates with its
portfolio companies to implement operating best practices, drive growth
initiatives and make accretive acquisitions intended to accelerate revenue and
earnings. Over the past 20 years, the firm has acquired or invested in more than
380 companies representing over USD 190 billion in enterprise value.

Advisors: 
Skandinaviska Enskilda Banken AB (publ), Oslo Branch, is acting as financial
advisor to Spring Bidco (Norway) and Thoma Bravo in connection with the Offer.
Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors
to Spring Bidco (Norway) and Thoma Bravo. 
ABG Sundal Collier ASA and JP Morgan are acting as financial advisors and
Advokatfirmaet Thommessen AS as legal advisor to Mercell.

Contact info: 
Megan Frank, Thoma Bravo Communications 
Phone: +1 212 731 4778 
Email: mfrank@thomabravo.com 
or
Alexandra Barganowski, Fogel & Partners 
Phone: +46 72 0832750 
Email: alexandra.barganowski@fogelpartners.se
Important notice: 

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
Spring Bidco (Norway) and Mercell assume no responsibility in the event there is
a violation by any person of such restrictions. Persons into whose possession
this announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. 
This release may contain certain forward-looking statements within the meaning
of the securities laws and regulations of various international, federal, and
state jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer,
future plans and objectives of Mercell or Spring Bidco (Norway) are
forward-looking statements that involve risk and uncertainties. There can be no
assurances that such statements will prove to be accurate and actual results
could differ materially from those anticipated in such statements.