MRCEL: Preliminary result of the recommended voluntary cash offer to acquire all
shares in Mercell Holding ASA and fulfilment of the conditions for closing of
the offer

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 (the "Offer Price"). 

The offer period, as extended in an announcement by the Offeror on 13 July 2022,
for the Offer expired today, 3 August 2022 at 16:30 hours (CEST). As at end of
the offer period, and subject to customary verification, the Offeror has
received acceptances under the Offer for a total of 481,626,991 shares in
Mercell, equalling approximately 95.8% of the outstanding shares and votes of
Mercell. 

Furthermore, the Offeror is pleased to announce that the conditions for closing
of the Offer as set out in section 4.2 ("Closing Conditions") of the Offer
Document are fulfilled. 

The Offeror expects to close the Offer and arrange for settlement towards
shareholders that have accepted the Offer on or about 8 August 2022. The Offeror
intends to complete a compulsory acquisition of the remaining shares in Mercell
at a redemption price equal to the Offer Price of NOK 6.30 per share shortly
thereafter. 

Separate announcements will be issued when the Offer has been settled and when
the compulsory acquisition has been resolved by the board of directors of the
Offeror.

"Mercell's unparalleled SaaS network of buyers and suppliers for public
tendering differentiates the company in the attractive and growing European SaaS
market. We are excited to support the company with our knowledge, network and
resources to successfully achieve its long-term potential and continue its
growth trajectory. We look forward to working with Terje and his team to
continue to expand globally, invest in product development, and make strategic
acquisitions that will benefit the company going forward", said George Jaber, a
Senior Vice President at Thoma Bravo.

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.