Start of Acceptance Period for Firda AS' Mandatory Offer to Acquire All of the Issued and Outstanding Shares in Airthings ASA for NOK 0.10 Per Share
NOT FOR DISTRIBUTION, RELEASE OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTOCANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, HONG KONG, JAPAN ORANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR PUBLICATION WOULDBE UNLAWFUL OR REQUIRE PRIOR APPROVAL
Reference is made to the stock exchange announcement made by Airthings ASA("Airthings" or the "Company") on 8 October 2025, where it was announced thatFirda AS ("Firda") had crossed the 1/3 threshold under Section 6-1 of theNorwegian Securities Trading Act, thereby triggering an obligation to make abidfor the remaining shares in the Company that it does not already own, inaccordance with Chapter 6 of the Norwegian Securities Trading Act.
The offer document for the Offer (the "Offer Document") was approved by theFinancial Supervisory Authority of Norway in its capacity as take-oversupervisory authority on 3 November 2025. The acceptance period for the Offerwill commence on 4 November 2025 at 09:00 (CET) and will expire on 2 December2025 at 16:30 (CET) (the "Acceptance Period"). The terms and conditions of theOffer, including procedures for how to accept the Offer, are set out in theOffer Document.
The Offer can only be accepted pursuant to the Offer Document and will not bemade in any jurisdiction in which the making of the Offer would not be incompliance with the laws of such jurisdiction, and the Offer may not beacceptedby shareholders of Airthings who cannot legally accept the Offer. The OfferDocument will be sent to all shareholders in the Company as registered in theCompany's shareholder register in Euronext Securities Oslo, the centralsecurities depository in Norway, as of the date hereof, in jurisdictions wherethe Offer Document may be lawfully distributed. Subject to regulatoryrestrictions in certain jurisdictions, the Offer Document is also available atthe following webpage: www.dnb.no/emisjoner and may be obtained free of chargeduring ordinary business hours at the offices of the receiving agent, DNBCarnegie, a part of DNB Bank ASA, Dronning Eufemias gate 30, 0191 Oslo,Norway.
Key Terms of the Offer
o Offer Price: NOK 0.10 per Share payable in cash, subject to adjustmentpursuant to the terms and conditions of the Offer (if any).
o Acceptance Period: From and including 4 November 2025 at 09:00 (CET) toandincluding 4 December 2025 at 16:30 (CET). The Acceptance Period will not beextended, unless a new bid is deemed to have been made, as per section 6-10(5)of the Norwegian Securities Trading Act. In such a case, the Acceptance Periodwill be extended to ensure that at least two weeks remain until its expiry, asper section 6-12 (2) the Norwegian Securities Trading Act.
o Receiving Agent: DNB Carnegie, a part of DNB Bank ASA.
The Offer Price is the same as the offer price in the fully underwrittenprivateplacement announced by the Company on 11 September 2025, representing thehighest payment Firda has made or agreed to in the six-month period prior tothepoint at which the mandatory bid obligation was triggered.
Advisers
DNB Carnegie, a part of DNB Bank ASA is acting as financial advisor andreceiving agent.
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The Offer, the Offer Document and the distribution of this announcement andother information in connection with the Offer may be restricted by law incertain jurisdictions. The Offer Document and related acceptance forms willnotand may not be distributed, forwarded or transmitted into or within anyjurisdiction where prohibited by applicable law, including, withoutlimitation,Canada, Australia, New Zealand, South Africa, South Korea and Japan. TheOfferordoes not assume any responsibility in the event there is a violation by anyperson of such restrictions. Persons into whose possession this announcementorsuch other information should come are required to inform themselves about andto observe any such restrictions. This announcement is not an offer document and, as such, does not constituteanoffer or the solicitation of an offer to acquire the Shares. Investors mayaccept the Offer only on the basis of the information provided in the OfferDocument. Offers will not be made directly or indirectly in any jurisdictionwhere either an offer or participation therein is prohibited by applicable lawor where any tender offer document or registration or other requirements wouldapply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed onaU.S. securities exchange and that the Company is not subject to the periodicreporting 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 anyreports with the U.S. Securities and Exchange Commission (the "SEC")thereunder.The Offer is being made to holders of Shares resident in the United States("U.S. Holders") on the same terms and conditions as those made to all otherholders of Shares of the Company to whom an offer is made. Any informationdocuments, including this Offer Document, are being disseminated to U.S.Holderson a basis comparable to the method that such documents are provided to theCompany's other shareholders to whom an offer is made. The Offer is being madeby the Offeror and no one else.
The Offer relates to shares of a Norwegian company listed and trading onEuronext Oslo Børs and is subject to the legal provisions of the NorwegianSecurities Trading Act regarding the implementation and disclosurerequirementsfor such an offer, which differ substantially from the corresponding legalprovisions of the United States. For example, the financial statements andcertain financial information in this Offer Document have been determined inaccordance with IFRS® Accounting Standards as adopted by the EU ("IFRS") andmaytherefore not be comparable to the financial statements or financialinformationof U.S. companies and other companies whose financial information isdeterminedin accordance with the Generally Accepted Accounting Principles of the UnitedStates.
The Offer is being made to U.S. Holders in compliance with section 14(e) andRegulation 14E under the U.S. Exchange Act, including available exemptionsthereunder and otherwise in accordance with the requirements of Norwegian law.Accordingly, the Offer is subject to disclosure and other proceduralrequirements, including with respect to the offer timetable, that aredifferentfrom those would be applicable under U.S. domestic tender offer procedures andlaw. Furthermore, the payment and settlement procedure with respect to theOfferwill comply with the relevant rules of the Norwegian Securities Trading Act,which differ from payment and settlement procedures customary in the UnitedStates, particularly with regard to the payment date of the consideration.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, theOfferor and its affiliates or brokers (acting as agents for the Offeror or itsaffiliates, as applicable) may from time to time, and other than pursuant totheOffer, directly or indirectly, purchase or arrange to purchase, Shares or anysecurities that are convertible into, exchangeable for or exercisable for suchShares outside the United States during the period in which the Offer remainsopen for acceptance, so long as those acquisitions or arrangements comply withapplicable Norwegian law and practice and the provisions of such exemption. Tothe extent information about such purchases or arrangements to purchase ismadepublic in Norway, such information will be disclosed by means of a pressreleaseor other means reasonably calculated to inform U.S. Holders of suchinformation.In addition, the receiving agent may also engage in ordinary course tradingactivities in securities of the Company, which may include purchases orarrangements to purchase such securities.
The Financial Supervisory Authority of Norway has approved the Offer Document.Neither the SEC nor any securities supervisory authority of any state or otherjurisdiction in the United States has approved or disapproved this Offer orreviewed it for its fairness, nor have the contents of this Offer Document orany other documentation relating to the Offer been reviewed for accuracy,completeness or fairness by the SEC nor any securities supervisory authorityofany state or other jurisdiction in the United States. Any representation tothecontrary is a criminal offence in the United States.
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