LAUNCH OF RECOMMENDED VOLUNTARY OFFER OF NOK 10 PER SHARE TO THE SHAREHOLDERS OF ECIT AS

04 Sep 2024 08:00 CEST

Company announcement no. 252

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

Oslo, 4 September 2024

Reference is made to previous stock exchange announcements regarding a
recommended voluntary offer (the “Offer”) from Olympus BidCo AS (the “Offeror”)
to acquire all outstanding B- and C- class shares in ECIT AS (the “Company”).

The Offeror hereby announces the launch of the Offer pursuant to an offer
document dated 4 September 2024 (the “Offer Document”). The complete terms and
conditions for the Offer, including a description of the procedures for
accepting the Offer, are set out in the Offer Document. The offer period in the
Offer will commence today 4 September 2024 and expire at 16:30 (Oslo time) on 1
October 2024, subject to extension as further described in the Offer Document.

The board of directors of the Company (the "Board") has unanimously resolved to
recommend the Offer. The Board has, as part of the basis for its considerations,
obtained a fairness opinion on the Offer from Skandinaviska Enskilda Banken AB
(publ) (Oslo Branch) (the "Fairness Opinion"). The Board's recommendation is
enclosed to the Offer Document and the Fairness Opinion is available on the
Company's website: www.ecit.com/investor/

The Offer can only be accepted based on the Offer Document and will not be made
in any jurisdiction in which the making of the Offer would not be in compliance
with the laws of such jurisdiction. The Offer Document will be sent to
shareholders of the Company as of end of trading on 30 August 2024 (as
registered with the VPS two trading days thereafter on 3 September 2024) whose
address appears in the Company’s share register in the VPS in jurisdictions
where the Offer Document may be lawfully distributed.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the following webpage: www.abgsc.com/transactions and may
be obtained free of charge during ordinary business hours at the offices of the
receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251 Oslo, Norway.

The Offeror and certain existing shareholders and management shareholders of the
Company, including the Company’s largest shareholder, CEO and founder, Peter
Lauring (through CGL Holding AS, CGL Holding II AS and personally), Mikkel Walde
Holding ApS (a company controlled by Mikkel Walde, Executive Vice President IT
Division), Y-Not ApS (a company controlled by Klaus Jensen, Executive Vice
President F&A Division), certain members of the Board who own shares, Long Path
Partners LP, Varner Kapital AS and certain other shareholders (such shareholders
collectively referred to as “Rollover Shareholders”) entered into a consortium
agreement on 4 September 2024 establishing certain rights and obligations on the
parties in connection with the Offer. Pursuant to the consortium agreement, the
Rollover Shareholders have, subject to certain conditions, agreed to, outside of
the Offer, (i) contribute 251,752,015 shares in the Company to the Offeror
against the issuance of shares in the Offeror’s indirect parent company, Olympus
TopCo AS, at the Offer Price (as defined below) and (ii) sell, outside the
Offer, 86,243,296 shares in the Company to the Offeror for cash at the Offer
Price. The committed shares equal in the aggregate 337,995,311 shares (including
all issued and outstanding class A shares of the Company).

Further, certain existing shareholders of the Company have pre-agreed to sell,
outside the Offer, an aggregate of 27,882,675 shares to the Offeror for cash at
the Offer Price subject to and at the time of completion of the Offer. The total
committed shares, pursuant to the consortium agreement and by way of
pre-agreements to sell shares, is in the aggregate 365,877,986 shares,
representing approximately 78.7% of the Company’s outstanding share capital.

The Offeror is a newly incorporated Norwegian private limited liability company
established for the purpose of making the Offer and will following completion of
the Offer be owned and controlled by the Rollover Shareholders alongside
shareholders opting for share consideration in the Offer and a minority
investment by funds advised by TowerBrook Capital Partners (U.K.) LLP
(“TowerBrook”).

Key terms and conditions of the Offer

• Offer price: NOK 10 per share (the “Offer Price”) settled in cash and/or share
consideration as described below.

To the extent exemptions are available under applicable prospectus regulations,
shareholders who hold more than 23,500 shares as of end of trading on 30 August
2024 (as registered with the VPS two trading days thereafter on 3 September
2024) (the “Eligible Share Consideration Shareholders”), are entitled to elect
to receive some or all of the consideration in the form of shares in the
Offeror’s parent company, Olympus TopCo AS, while the remaining shareholders
will receive settlement in cash. An Eligible Share Consideration Shareholder is
entitled to receive a combination of cash consideration and share consideration,
provided that the share consideration is elected for a minimum of 30% of the
shares held by such Eligible Share Consideration Shareholder. The aggregate
number of shares that may be rolled in the Offer will be capped at 8,247,985
shares. If tenders for rollover under the Offer results in an aggregate number
that exceeds this threshold, the number of shares that can be rolled over by
Eligible Rollover Shareholders in the Offer will be reduced on a pro rata basis.

• A shareholders’ agreement relating to Olympus TopCo AS will be entered into on
completion of the Offer between the Rollover Shareholders and other shareholders
having elected to receive share compensation in Olympus TopCo AS in the Offer,
Olympus TopCo AS, the Offeror and Olympus Holdings 1 BV, a company controlled by
funds advised by TowerBrook. As reflected in the Board's recommendation, the
Board has considered the terms of the shareholders agreement, hereunder the
conditions for Long Path Partners LPs' participation in the consortium as a
Rollover Shareholder.

• Offer period: From an including 4 September 2024 to 1 October 2024 at 16:30
hours (Oslo time), subject to extensions at the sole discretion of the Offeror
up to a maximum offer period of ten weeks.

• Conditions for completion: The completion of the Offer is subject to
satisfaction of certain conditions, which can be waived by the Offeror in its
sole discretion, including, but not limited to:

• Minimum acceptance: The Offer shall at or prior to the expiration of the Offer
Period have been validly accepted by shareholders representing (when taken
together with any shares acquired by the Offeror other than through the Offer)
more than 90% of the issued and outstanding share capital and voting rights of
the Company on a fully diluted basis, and such acceptances and agreements being
valid and not withdrawn or being subject to any third party consents in respect
of pledges or other rights;

• Board recommendation: that the recommendation of the Offer from the board of
directors of the Company has not, without the Offeror’s written consent, been
amended, qualified, modified or withdrawn;

• Regulatory approvals: that all permits, consents, clearances and approvals
required from applicable regulatory authorities in connection with the Offer
shall have been obtained or waived and any applicable waiting periods shall have
expired or lapsed, in each case on terms satisfactory to the Offeror;

• Ordinary conduct of business: that the business of the Company has been run in
the ordinary course;

• No legal action: that no court or governmental or regulatory authority, or
other third party, has taken or threatened to take any form of legal action that
will or might (A) restrain or prohibit the consummation of the Offer; or (B) in
connection with the Offer impose conditions upon the Offeror or its affiliates,
the Company or any of its subsidiaries which results in a material adverse
change;

• No material adverse change: that no material adverse change has occurred;

• Rollover completion: that the acquisition of shares pursuant to the Consortium
Agreement is completed simultaneously with closing of the Offer; and

• No material breach: that no material breach of the transaction agreement by
the Company until settlement of the Offer has occurred.

• Receiving Agent: ABG Sundal Collier ASA.
If the Offeror has not publicly announced that the closing conditions relating
to minimum acceptance and regulatory approvals have been satisfied, fulfilled or
waived by the Offeror by 23:59 (Oslo time) on 4 March 2025, or a later date to
be mutually agreed in writing between the Company and the Offeror, the Offer
will not be completed and shareholders who have tendered their shares will be
released from their acceptance of the Offer.

Reference is made to the Offer Document for the complete terms and conditions
for the Offer, including the procedures for accepting the Offer. The Offer can
only be accepted on the basis of the Offer Document.

Offer price premium

The Offer Price represents a premium of:

• 34% to the closing price of NOK 7.46 on Euronext Growth Oslo on 31 July 2024;

• 40% to the volume weighted average price of NOK 7.16 over the three months up
to and including 31 July 2024; and

• 40% to the volume weighted average price of NOK 7.16 over the six months up to
and including 31 July 2024.
The Offer price corresponds to an equity value of the Company of approximately
NOK 4.65 billion.

Advisors
ABG Sundal Collier ASA is acting as financial adviser to the Offeror and
TowerBrook. Advokatfirmaet BAHR AS is acting as legal adviser to the Offeror and
TowerBrook. SpareBank 1 Markets AS is acting as financial adviser to ECIT.
Wikborg Rein Advokatfirma AS is acting as legal adviser to ECIT.

DISCLOSURE REGULATION   
This is information that ECIT AS is obliged to make public pursuant to the EU
Market Abuse Regulation and subject to the disclosure requirements pursuant to
Section 5-12 the Norwegian Securities Trading Act.


Contacts:
For ECIT
For further information please contact:
Mads Skovgaard, Group CFO mskovgaard@ecit.com +45 2780 4942
Peter Lauring, Group CEO peter.lauring@ecit.com +47 4045 3804

For TowerBrook
Brunswick Group – Max McGahan / Sam Durant
towerbrookuk@brunswickgroup.com
+ 44 20 7404 5959

About ECIT
Founded in 2013, ECIT supports a large customer base with accounting, payroll,
and IT services. ECIT has a proven model for acquisitions, combining proximity
to customers, local entrepreneurship and the strength of a larger international
group. ECIT has a full year proforma revenue of 3.7 billion NOK per Q1 2024 and
more than 2,600 employees across ten countries. M&A has been key to drive the
Company's growth as ECIT has completed more than 135 acquisitions since 2013.
Read more at www.ecit.com.

About the Offeror
The Offeror, Olympus BidCo AS, is a private limited liability company
incorporated and existing under the laws of Norway with registration number 933
582 345. The Offeror is a newly established acquisition vehicle indirectly owned
by Olympus Holdings 1 BV, a company controlled by funds advised by TowerBrook.

About TowerBrook
TowerBrook Capital Partners is a purpose-driven, transatlantic investment
management firm that has raised in excess of USD 23 billion to date. As a
disciplined investor with a commitment to fundamental value, TowerBrook seeks to
deliver superior, risk-adjusted returns to investors on a consistent basis,
guided by TowerBrook Responsible Ownership™ principles which are central to the
firm’s value creation strategy. TowerBrook partners with talented, experienced
managers and senior advisors who share the firm’s values and support its
investment objectives, providing capital and resources to transform the
capabilities and prospects of the businesses in which it invests, driving better
outcomes for all stakeholders. TowerBrook takes an entrepreneurial,
multinational, single-team approach and since inception in 2001, has invested in
more than 90 companies on both sides of the Atlantic. TowerBrook is the first
mainstream private equity firm to be certified as a B Corporation, demonstrating
leadership in its commitment to environmental, social and governance (ESG)
standards and responsible business practices. For more information, please visit
www.towerbrook.com.

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.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons in the United States should review “Notice to U.S.
Holders” below. 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 announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to does not constitute or form any part
of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document. Offers will not be made directly or indirectly
in any jurisdiction where either an offer or participation therein is prohibited
by applicable law or where any tender offer document or registration or other
requirements would apply.

Shareholders of the Company must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order to
be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company and the Offeror that are or may be forward-looking statements. These
forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. Forward-looking statements sometimes use
words such as "may", "will", "seek", "continue", "aim", "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe" or other words of
similar meaning. Examples of forward-looking statements include, among others,
statements regarding the Company’s or the Offeror’s future financial position,
income growth, assets, impairment charges, business strategy, leverage, payment
of dividends, projected levels of growth, projected costs, estimates of capital
expenditures, and plans and objectives for future operations and other
statements that are not historical fact. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. These events and circumstances
includes changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax
rates and future business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the assumptions
prove incorrect, actual results may differ materially from those expected,
estimated or projected. Such forward looking statements should therefore be
construed in the light of such factors. Neither the Company, the Offeror, the
Existing Investors nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward looking statements in this announcement will
actually occur. Given these risks and uncertainties, potential investors should
not place any reliance on forward looking statements.

Any forward-looking statements made herein speak only as of the date they are
made. The Company, the Offeror and the Existing Investors disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in the expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on an
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made to holders of Shares resident in the United States (“U.S.
Holders”) on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer will
be subject to disclosure and other procedural requirements timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

The European Economic Area

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area which has implemented the
Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”)
(each, a “Relevant State”) will be made pursuant to an exemption under the
Prospectus Regulation, as implemented in that Relevant State, from the
requirement to publish a prospectus for offers of securities. Accordingly, any
person making or intending to make any offer in that Relevant State of
securities, which are the subject of the offering contemplated in this
announcement, may only do so in circumstances in which no obligation arises for
the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the Offeror, the
Existing Investors nor any of the advisors have authorised, nor do they
authorise, the making of any offer of the securities through any financial
intermediary, other than offers made by the Offeror which constitute the final
placement of the securities contemplated in this announcement. Neither the
Offeror, the Existing Investors nor any of the advisors have authorised, nor do
they authorise, the making of any offer of securities in circumstances in which
an obligation arises to publish or supplement a prospectus for such offer.

More information:
Access the news on Oslo Bors NewsWeb site

626970_ECIT_StockExchangeRelease_No 252.pdf