Xplora Technologies AS announces a recommended public cash offer to the shareholders of DORO AB

26 Sep 2024 23:00 CEST

The Offer is not being made, and this press release may not be distributed,
directly or indirectly, in or to, and no acceptances will be accepted from, or
on behalf of, shareholders in Australia, Hong Kong, Japan, Canada, New Zealand,
Switzerland, Singapore, South Africa or the United States of America or any
other country in which the making of the Offer, the distribution of this press
release or the acceptance of the Offer would be contrary to applicable laws or
regulations or would require the preparation of an additional offer document or
registration or registration or any other action in addition to that required by
Swedish law.

Press release on 26 September 2024

Xplora Technologies AS announces a recommended public cash offer to the
shareholders of DORO AB

Xplora Technologies AS, reg. no 916 752 628, (the ”Bidder”), hereby announces a
recommended public offer (the "Offer") to the shareholders of DORO AB, reg. no.
556161-9429 (“Doro” or ”Target company”) to tender all their shares in Doro at a
price of SEK 34.00 in cash per share (the “Offer Price”). Doro’s shares are
admitted to trading on Nasdaq Stockholm, Small Cap (”Nasdaq”).

THE OFFER IN BRIEF

• The Bidder offers SEK 34.00 in cash per share in Doro. The total value of the
Offer, based on the 24,382,105 shares in Doro not held by Doro, amounts to
approximately SEK 828,991,570 (Doro holds 150,395 treasury shares as of the date
of this press release).
• The Offer price represents a premium of:
o approximately 34.6 per cent, compared to the volume-weighted average
share price of approximately SEK 25.3 for the Doro share on Nasdaq during the
last 30 trading days prior to the announcement of the Offer;
o approximately 46.6 per cent, compared to the volume-weighted average
share price of approximately SEK 23.2 for the Doro share on Nasdaq during the
last 90 trading days prior to the announcement of the Offer; and
o approximately 38.2 per cent, compared to the closing price of
approximately SEK 24.6 for the Doro share on Nasdaq on 26 September 2024, which
was the last trading day prior to the announcement of the Offer.
• Shareholders of Doro, who together control 7,159,574 shares, corresponding to
approximately 29.36 per cent of all shares and votes in Doro, have signed
irrevocable undertakings to accept the Offer.
• The board of directors of Doro has unanimously decided to recommend that
Doro's shareholders accept the Offer which is supported by the fairness opinion
issued by Grant Thornton Sweden AB.
• The Offer is conditional upon, inter alia, that Doro's shareholders accept the
Offer to such extent that the Bidder becomes the owner of shares in Doro
corresponding to more than 90 per cent of the shares in Doro.
• The Offer is financed by bank financing on customary loan terms provided by
DNB Bank ASA and SpareBank 1 SR-Bank ASA.
• The acceptance period is estimated to begin on 18 October 2024 and expire on 8
November 2024. Payment of consideration is expected to commence around 15
November 2024.
• An offer document regarding to the Offer is expected to be published on or
around 17 October 2024 and be available on the Bidder's website
www.xplora.com/investor, on DNB’s website www.dnb.se/emission and on SpareBank 1
Markets AS’ website https://www.sb1markets.no/transaksjoner/.

QUOTES

Sten Kirkbak, CEO and founder of Xplora, comments: “We are thrilled to announce
an offer to acquire Doro. This is a strategic move that we believe will be a
perfect synergy to accelerate Xplora’s growth into the senior market. Doro’s
impressive track record, selling more than 1.5 million mobile units annually,
has caught our attention, and we see a tremendous opportunity to build on that
success.

By leveraging our presence in nine global MVNO markets, we plan to integrate our
high-margin SIM cards with Doro’s strong sales volumes. Currently, 25% of Xplora
smartwatch sales are paired with our SIM plans, generating NOK 210 million in
service revenue with an 80% gross margin. With this acquisition, we are
confident we can replicate this strategy, potentially quadrupling our annual
unit sales and paving the way for Xplora to reach 1 million subscribers.”

BACKGROUND AND REASONS FOR THE OFFER

The Bidder is a Norwegian information technology company that develops wearable
smart devices and services for children and families in Norway and
internationally. Founded in 2016 with the aim of giving children a safe start to
digital life and encouraging a better balance between screen time and physical
activity, the Bidder launched its first smartwatch in 2018 to good reviews.

The Bidder's broad portfolio of connected products and services enables people
to stay connected with their loved ones and to give children a safe introduction
to digital life and a better balance between screen time and physical activity.
The Bidder's easy-to-use products are trusted by children all over the world,
and their activity platform is made available to millions of children through
third parties and partners. The Bidder is headquartered in Oslo and has offices
in four Nordic countries, Germany, Spain, the US and the UK, where their
engineering team is based and currently employs around 110 people in total. The
Bidder has several major innovations in the smartwatch category for children,
including the launch of the world's first eSIM product for children and the
activity platform logic that turns steps into awards. The Bidder currently has
more than 230,000 active subscribers of its connectivity and premium services,
through our Mobile Service Provider operations in nine markets. In 2024, the
Bidder has a stated strategy to expand its business in the SaaS and senior
segment.

Doro is a leading technology brand for seniors and a European market leader in
phones for seniors with more than 1.5 million units sold each year. With Doro,
the Bidder will become the leading European player in trusted devices for
children and seniors. The two companies have complementary financial profiles as
Doro is a mature company with stable revenues, good profitability and strong
cash generating capacity, mainly focused on hardware sales. The Bidder, on the
other hand, is a company with strong revenue growth and a significant share of
service sales with recurring revenues. Together, the Bidder believes that the
companies will become a strong player in the European market with a
complementary market presence in the largest countries, the ability to
cross-sell products in different market segments and to upsell with value-added
services for all products.

The Bidder values Doro's management and employees. The Bidder therefore does not
plan any material changes of Doro's business or its management and employees as
a result of the Offer, including their terms of employment, or for employment
opportunities at the locations where Doro conducts its business. The Bidder
currently has no strategic plans for Doro that may have an impact on employment
or the locations where Doro conducts its business. Furthermore, the Offer is not
expected to result in any changes regarding Doro's management or employees.

Against this background, the Bidder has decided to make the Offer.

ABOUT THE BIDDER IN BRIEF

The Bidder is a Norwegian limited liability company, with corporate reg. no. 916
752 628, established in 2016 and whose shares are listed on Euronext Growth
under the ticker XPLRA. The Bidder is domiciled in Norway with its registered
office in Oslo at Nedre Slottsgate 8, 0157 Oslo, Norway. The Bidder has its
headquarters in Oslo and offices in four Nordic countries, Germany, Spain, the
United States and the United Kingdom.

The Bidder is a digital platform and services company and an industry leader in
the smartwatch market for children. It was founded to give children a safe
introduction to digital life and a better balance between screen time and
physical activity. The Bidder has several key innovations in the kids'
smartwatch category, including the launch of the world's first kids' eSIM
product and the activity platform logic that turns steps into awards.

The Bidder's broad portfolio of connected products and services makes it
possible to stay connected with loved ones and to give children a safe
introduction to digital life and a better balance between screen time and
physical activity. Building on its success in the children's market, the bidder
is now expanding into the senior segment. Complementing this expansion, the
company's SaaS division enhances the Bidder's offerings with SIM and software
services for both B2B and B2C markets, broadening the company's reach and
diversifying its impact.

The Bidder is the parent company of a group of 10 directly and indirectly owned
subsidiaries and operates from its offices in Oslo and Trondheim, Norway. The
company's head office in Oslo houses the group's finance, marketing, operations
and support functions. The Trondheim office is responsible for global and
national marketing campaigns. The subsidiary Xplora Technologies Ltd acts as the
Bidder's technology and development hub, working with the Bidder's external
development team in South Korea. The Bidder's UK operation also handles sales
and marketing in the UK market. The Bidder's subsidiaries Xplora Technologies
Deutschland GmbH (a German limited liability company), Xplora Technologies SL (a
Spanish limited liability company), Xplora Technologies Inc (a Delaware
corporation) and Xplora Technologies SAS (a French limited liability company)
handle all sales, marketing, operations and support functions in their
respective local markets. Xplora Mobile Holding AS is the parent company of
Xplora Mobile AS and Xplora Mobile Denmark ApS (a Danish limited liability
company). Both companies handle sales, logistics, marketing, operations and
support functions in their respective markets. Xplora Mobile AS is the parent
company of Xplora Mobile AB (a Swedish limited liability company) and Xplora
Mobile Oy (a Finnish limited liability company), which have the same functions
in their respective markets. All subsidiaries in the group are 100 per cent
owned.
More information on the Bidder is available on the Bidder's website
www.xplora.com/investor.

THE OFFER

The Bidder offers SEK 34.00 in cash per share in Doro (the “Offer
Consideration”). If, prior to settlement of the Offer, Doro distributes
dividends or in any other way distributes or transfers value to its
shareholders, the Offer Consideration will be adjusted accordingly.

The Offer represents a premium of approximately 34.6 per cent compared to the
volume-weighted average price of approximately SEK 25.3 for the Doro share on
Nasdaq during the last 30 trading days prior to the announcement of the Offer,
approximately 46.6 per cent compared to the volume-weighted average price of
approximately SEK 23.2 for the Doro share on Nasdaq during the last 90 trading
days prior to the announcement of the Offer, and approximately 38.2 per cent
compared to the closing price of SEK 24.6 for the Doro share on Nasdaq on 26
September 2024, which was the last trading day prior to the announcement of the
Offer.

The Offer values all outstanding shares in Doro to approximately SEK
834,105,000. The valuation is based on the fact that there are currently a total
of 24,532,500 outstanding shares in Doro. The total value of the Offer, based on
the 24,382,105 shares in Doro not held by Doro, amounts to approximately SEK
828,991,570 (Doro holds 150,395 treasury shares as of the date of this press
release).

No brokerage fee will be charged in connection with the payment of the Offer
Consideration for the shares in Doro that the Bidder acquires through the Offer.

FINANCING OF THE OFFER

The Offer is financed by bank financing on customary loan terms provided by DNB
Bank ASA and SpareBank 1 SR-Bank ASA. The Offer is thus conditional upon that
the lenders, upon the Bidder’s fulfilment of all conditions in the credit
commitment, disbursing the acquisition credit.

CONDITIONS FOR COMPLETION OF THE OFFER

Completion of the Offer is conditional upon;

i) that Doro's shareholders accept the Offer to such extent that the Bidder
becomes the owner of shares in Doro corresponding to more than 90 per cent of
the shares in Doro;

ii) that all necessary authorizations, approvals, decisions and other measures
from authorities or similar, including from competition authorities and the
Swedish Inspectorate for Strategic Products, for the Offer and the acquisition
of Doro have been obtained, in each case, on terms acceptable to the Bidder;

iii) that neither the Offer nor the acquisition of Doro is, in whole or in part,
rendered impossible or materially impeded or otherwise materially adversely
affected by any legislation or other regulation, court decision, governmental
decision or other circumstances beyond the Bidder's control which exist or can
reasonably be expected to exist and which the Bidder could not reasonably have
foreseen at the time of the announcement of the Offer;

iv) that no circumstances have occurred that have, or can reasonably be expected
to have, a material adverse effect on Doro's financial position or operations,
including Doro's sales, earnings, liquidity, solvency, equity or assets;

v) that no information published by Doro or provided by Doro to the Bidder is
incorrect or misleading, and that Doro has published all information that Doro
is obliged to publish;
vi) that Doro does not take any action that is typically likely to impair the
conditions for making or completing the Offer;

vii) that no other party announces an offer to acquire shares in Doro on terms
that are more favorable to the shareholders of Doro than those applicable under
the Offer; and

viii) that the lenders, upon the Bidder’s fulfilment of all conditions in the
credit commitment, disburse the acquisition credit.

The Bidder reserves the right to withdraw the Offer in the event that it becomes
clear that any of the above conditions have not been or cannot be fulfilled.
However, with respect to conditions (ii) - (vii), such withdrawal will only be
made if the non-fulfillment is of material importance to the Bidder's
acquisition of shares in Doro or if the withdrawal is approved by the Swedish
Securities Council.

The Bidder reserves the right to waive, in whole or in part, one or more of the
above conditions, including, with respect to condition (i), to complete the
Offer even at a lower level of acceptance.

FAIRNESS OPINION AND STATEMENT FROM THE BOARD OF DIRECTORS OF DORO

The board of directors of Doro has evaluated the Offer and has unanimously
decided to recommend that Doro's shareholders accept the Offer. Furthermore, the
board of directors of Doro has informed the Bidder that it has obtained a
fairness opinion from Grant Thornton Sweden AB according to which the Offer is
fair for Doro's shareholders from a financial point of view.

The recommendation of the board of directors of Doro and the fairness opinion is
expected to be published on the same day as this press release and will be made
available on Doro's website https://www.doro.com/sv-se/corporate.

DUE DILIGENCE

The Bidder has, in connection with the preparation of the Offer, conducted a due
diligence review of certain commercial, tax, financial and legal information
relating to Doro and its subsidiaries. The Bidder has, during the due diligence,
received inside information. Doro has confirmed that all inside information
which has been provided to the Bidder, has been made public before or in
connection to the announcement of the Offer.

COMMITMENTS FROM SHAREHOLDERS IN DORO AND SHAREHOLDERS WHO INTEND TO ACCEPT THE
OFFER (The shareholding in this section is based on 24 382 105 shares in Doro
(i.e. 24 532 500 shares minus the 150 395 treasury shares
held by Doro).


The following shareholders, who together control 7,159,574 shares, corresponding
to approximately 29.36 per cent of all shares and votes in Doro, have signed
irrevocable undertakings to accept the Offer:

• Accendo Capital SICAV RAIF, holding 2,950,839 shares, corresponding to
approximately 12.10 per cent of all shares and votes in Doro,

• Cidro Förvaltning AB, holding 3,108,735 shares, corresponding to approximately
12.75 per cent of all shares and votes in Doro, and

• Peter Lindell, holding 1,100,000 shares, corresponding to approximately 4.51
per cent of all shares and votes in Doro.

The undertakings to accept the Offer are conditional upon no other party
announcing a higher competing offer with a price that exceeds the Offer price by
more than 5 per cent per share at least three business days prior to the expiry
of the acceptance period in the Offer, provided that the Bidder does not, within
three business days from the date of announcement of the competing offer,
announce a revised offer at a price higher than or equal to the price in the
competing offer.

In addition, shareholders holding a total of 4,070,013 shares, corresponding to
approximately 16.59 per cent of all shares and votes in Doro have confirmed that
they intend to accept the Offer or to sell their shares to the Bidder in a side
transaction on the same terms as in the Offer.

Following this, a total of 45.95 per cent of all shares and votes in Doro have
confirmed that they intend to support the Offer.

THE BIDDER’S OWNERSHIP IN DORO

The Bidder or related parties to the Bidder do not currently own and/or control
shares in or financial instruments related to Doro that give the Bidder or
related parties financial exposure equivalent to a holding of shares in Doro and
have not acquired or entered into agreements to acquire such financial
instruments during the six months preceding the announcement of the Offer,
except as set out in relation to undertakings from shareholders to accept the
Offer under the heading Commitments from shareholders in Doro and shareholders
who intend to accept the Offer above as well as Commitments from shareholder in
Doro separate from the Offer.

However, during the acceptance period of the Offer, the Bidder or related
parties may acquire, or enter into agreements to acquire, shares in Doro. Any
such acquisitions or agreements will be made in accordance with the Takeover
Rules and Swedish law and will be announced in accordance with applicable rules.

OFFER-RELATED ARRANGEMENTS AND BONUS ARRANGEMENT

Doro has not entered into any commitments with the Bidder or any other related
party to the Bidder regarding the Offer. Furthermore, the Bidder has not offered
employees of Doro any bonus arrangements or similar prior to the announcement of
the Offer.

REGULATORY APPROVALS

Completion of the Offer is conditional upon all necessary authorisations,
approvals, decisions and other measures from authorities or similar being
obtained, in each case on terms acceptable to the Bidder. The Offer is subject
to approval from the Swedish Inspectorate for Strategic Products (“ISP”). The
Bidder intends to submit a notification to the ISP in connection with the
announcement of the Offer. In the preliminary timetable set out below, the
Bidder has taken into account the ISP's processing time for the notification.

OFFER DOCUMENT AND PRELIMINARY TIMELINE

An offer document relating to the Offer is expected to be published on or around
17 October 2024 and will be available, together with the application form, on
the Bidder's website www.xplora.com/investor, on DNB’s website
www.dnb.se/emission and on SpareBank 1 Markets AS’ website
https://www.sb1markets.no/transaksjoner/. Application forms will also be
distributed to shareholders whose holdings in Doro are registered in their own
name with Euroclear Sweden AB on 17 October 2024. Shareholders in Doro whose
shares are nominee registered will not receive a pre-printed application form.
The application must be made in accordance with instructions from the nominee.

Announcement of offer document: 17 October 2024

Acceptance period: 18 October 2024 - 8 November 2024

Estimated date for announcement of outcome of the Offer: 8 November 2024

Estimated date for commencement of payment of consideration: 15 November 2024

The Bidder reserves the right to extend the acceptance period for the Offer, as
well as to postpone the time for payment of consideration. The Bidder will
announce any extension of the acceptance period for the Offer and/or
postponement of the payment of consideration by way of a press release in
accordance with applicable laws and regulations (including the Takeover Rules).

COMPULSORY REDEMPTION PROCEEDINGS AND DELISTING

In the event that the Bidder, in connection with the Offer or otherwise, becomes
the owner of shares corresponding to more than 90 per cent of the shares in
Doro, the Bidder intends to call for compulsory acquisition in accordance with
the Swedish Companies Act (2005:551) in order to acquire all outstanding shares
in Doro. In connection therewith, the Bidder intends to work for the delisting
of Doro's shares from Nasdaq.

STATEMENT OF THE SWEDISH SECURITIES COUNCIL

In a statement AMN 2024:65, the Swedish Securities Council has granted an
exemption from the obligation to make the Offer to shareholders of Doro resident
in China. For the full statement, see www.aktiemarknadsnamnden.se.

APPLICABLE LAW AND DISPUTES

The Offer, and any agreements entered into between the Bidder and shareholders
in Doro in connection with the Offer, are governed by and construed in
accordance with Swedish law. Disputes arising in connection with the Offer shall
be finally settled by a Swedish court with the Stockholm District Court as the
court of first instance.

The Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM 2024-01-01
issued by the Swedish Securities Council's Self-Regulatory Committee (the
“Takeover Rules”) are applicable to the Offer as well as to shareholders'
acceptance of the Offer. The Swedish Securities Council's decision on the
interpretation and application of the Takeover Rules applies to the Offer. The
Bidder has, in accordance with the Swedish Act on Public Takeover Offers on the
Stock Market (2006:451), on 26 September 2024, undertaken in writing to Nasdaq
Stockholm AB to comply with the above rules and statements, and to submit to the
sanctions that may be imposed by Nasdaq Stockholm AB in the event of a breach of
the Takeover Rules. The Bidder has on 26 September 2024 informed the Swedish
Financial Supervisory Authority of the Offer and of the above undertaking to
Nasdaq.

ADVISORS

The Bidder has retained CMS Wistrand Advokatbyrå Stockholm KB and CMS Kluge
Advokatfirma AS as legal advisors and SpareBank 1 Markets AS and DNB Markets, a
part of DNB Bank ASA, Sweden Branch as financial advisors in connection with the
Offer.

______________________
Xplora Technologies AS
The board of directors on 26 September
2024, Oslo

This information is information that Xplora Technologies AS is obliged to make
public pursuant to article 19 no. 3 of the EU Market Abuse Regulation (EU
596/2014), the Takeover Rules and section 5-12 of the Norwegian Securities
Trading Act. The information was submitted for publication, through the agency
of the contact person set out below, at 23:00 CET on 26 September 2024.

For further information regarding the Offer, please refer to:

Xplora Technologies AS
Sten Kirkbak, CEO
Mobile: +47 92203710
E-mail: sten.kirkbak@xplora.com

Knut Stålen, CFO
Mobile: +47 92043458
E-mail: knut.stalen@xplora.com

IMPORTANT INFORMATION

An offer document (in Swedish) is expected to be published by the Bidder on 17
October 2024.

The Offer is not being made to (and no acceptance forms will be accepted from or
on behalf of) persons resident in Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa, Singapore, Switzerland or the United States or persons
whose participation in the Offer would require the preparation of additional
offer documents or the making of registrations or the taking of any other action
beyond that required by Swedish law (including the Takeover Rules for Nasdaq
Stockholm and Nordic Growth Market NGM 2024-01-01 issued by the Swedish
Securities Council's Self-Regulatory Committee) unless an exemption applies.

This announcement and any other documents relating to the Offer (including
copies of such documents) must not be mailed or otherwise distributed, forwarded
or sent into or within any jurisdiction (including Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa, Singapore, Switzerland or the United States)
where distribution of this announcement or the Offer would require additional
measures to be taken or would be contrary to the laws or regulations of such
jurisdiction. Persons into whose possession this announcement comes (including,
without limitation, banks, brokers, dealers, nominees and custodians) and who
are subject to the laws or regulations of any such jurisdiction must inform
themselves about, and observe, all applicable restrictions and requirements.
Failure to do so may constitute a violation of the securities laws or
regulations of such jurisdictions. The Bidder disclaims, to the fullest extent
permitted by applicable law, all liability for any violation of such
restrictions and the Bidder reserves the right not to accept any tender offer
documents the submission of which would constitute a direct or indirect
violation of any such restrictions.

The Offer, information and documentation made available through this
announcement have not been prepared by, and have not been approved by, an
“authorized person” within the meaning of Regulation 21 of the UK Financial
Services and Market Act 2000 (“FSMA”). Accordingly, the information and
documents made available by this press release may not be distributed in, or
passed on to, the public in the United Kingdom, unless an exemption applies. The
dissemination of information and documents made available by this press release
is exempt from the financial promotion restrictions in regulation 21 of FSMA on
the basis that it is a communication by or on behalf of a body corporate
relating to a transaction to acquire day-to-day control of a body corporate's
business, or to acquire 50 per cent or more of the voting shares in a body
corporate, within the meaning of Article 62 of the UK Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this announcement that relate to future conditions or
circumstances, including information about future results, growth and other
development forecasts and other effects of the Offer, constitute forward-looking
information. Such information may be characterized, for example, by the use of
words such as “anticipated”, “believed”, “expected”, “intended”, “planned”,
“intended”, “sought”, “will” or “may” or similar expressions. Forward-looking
information is inherently subject to risks and uncertainties because it relates
to future conditions and is dependent on circumstances that will occur in the
future. As a result of numerous factors, many of which are beyond the Bidder's
control, future conditions may differ materially from those expressed or implied
in the forward-looking statements. Any such forward-looking statements speak
only as of the date on which they are made and the Bidder is under no obligation
(and undertakes no obligation) to update or revise any such statements to
reflect new information, future events or circumstances beyond what is required
by applicable laws and regulations.

More information:
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