MRCEL: Minimum acceptance condition satisfied in the recommended 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 offer document dated 10 June 2022 (the "Offer
Document") for the recommended voluntary cash offer (the "Offer") by Spring
Bidco (Norway) AS (the "Offeror") to acquire all shares in Mercell Holding ASA
("Mercell") for a cash consideration of NOK 6.30 per share. 

Reference is further made to the stock exchange announcement made on 13 July
2022 at 16:05 (CEST) (prior to the expiry of the initial offer period for the
Offer at 16:30 (CEST) on the same date) regarding the extension of the offer
period for the Offer until 3 August 2022 at 16:30 hours (CEST).  

Subsequently to the announcement regarding extension, the Offeror received a
significant number of acceptances under the Offer, and as of now, subject to
customary verification, the Offeror has received acceptances under the Offer for
a total of 462,474,978 shares in Mercell, equalling approximately 92.0% of the
outstanding shares and votes of Mercell. Currently, the Offeror does not own any
shares in Mercell. 

Consequently, it is hereby announced that, subject to customary verification of
acceptances, the minimum acceptance condition for the Offer set out in section
4.2.1 ("Minimum acceptance") of the Offer Document has been fulfilled.
Completion of the Offer remains subject to the fulfilment or waiver by the
Offeror of the conditions for closing of the Offer as set out in section 4.2
("Closing Conditions") of the Offer Document, other than the minimum acceptance
condition and the regulatory approvals condition (which was announced as
satisfied on 30 June 2022). 

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, and have not already done so, must
complete and submit the acceptance form which is included in the Offer Document
before 16:30 hours (CEST) on 3 August 2022.
The Offer Document and the acceptance form are, subject to regulatory
restrictions in certain jurisdictions, available at www.seb.no, where also
contact information can be found for questions related to the Offer and the
acceptance form. The acceptance form includes information on how and where to
submit the form in order to accept the Offer. 

About the Offeror: 
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 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.