MRCEL: Condition for regulatory approvals satisfied for the recommended
voluntary cash offer for all the 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 10 June 2022
regarding commencement of the voluntary cash offer (the "Offer") made by Spring
Bidco (Norway) AS (the "Offeror") to acquire all shares of Mercell Holding ASA
("Mercell") for a cash consideration of NOK 6.30 per share in Mercell, a premium
of 110% compared to the closing share price on 24 May 2022 (being the last
trading day before announcement of the Offer). Reference is also made to the
offer document for the Offer dated 10 June 2022 (the "Offer Document"). 

It is hereby announced that the Offeror has received clearance for the Offer
under Swedish merger control rules from the Swedish Competition Authority.
Accordingly, the regulatory approvals condition for the Offer set out in section
4.2.3 ("Regulatory approvals and third party consents") of the Offer Document
has been fulfilled.

Completion of the Offer remains subject to the fulfilment or waiver by the
Offeror of the remaining conditions for closing of the Offer as set out in
section 4.2 ("Closing Conditions") of the Offer Document. 

To the Offeror's knowledge, none of the conditions for the Offer that refer to
events that shall not occur have occurred. The complete terms and conditions for
the Offer and procedures for accepting the Offer are set out in the Offer
Document. The Offer can only be accepted based on the Offer Document. 

Shareholders that want to accept the Offer must complete and submit the
acceptance form which is included in the Offer Document before 16:30 hours
(CEST) on 13 July 2022.

The Offer Document and the acceptance form are, subject to regulatory
restrictions in certain jurisdictions, available at www.seb.no. 

About the Offeror: 

Spring Bidco (Norway) AS (under name change from NFH 220405 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 the Offeror and Thoma Bravo in connection with the Offer.
Advokatfirmaet Schjødt AS and Kirkland & Ellis LLP are acting as legal advisors
to the Offeror 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. The
Offeror 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 the Offeror 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.