Elmera Group ASA – Major shareholdings notification
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA AND SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the recommended voluntary cash offer by Fortum Consumer Solutions AS (the "Offeror"), a company wholly owned by Fortum Oyj, to acquire all issued and outstanding shares (the “Shares”) in Elmera Group ASA (“Elmera”), except for shares owned by Elmera, at a price of NOK 47 per share on the terms and conditions set out in the offer document dated 20 August 2026 (the “Offer Document”) (the “Offer”).
At the time of this announcement, and subject to customary verification of acceptances received, the Offeror has received acceptances under the Offer for 11,526,467 Shares, which represent approximately 10.08% of the issued and outstanding share capital and voting rights of Elmera. Accordingly, the Offeror will become the owner of these Shares at the time of, and subject to, completion of the Offer and the Offeror has crossed the 10% notification threshold pursuant to Section 4-2 of the Norwegian Securities Trading Act.
As announced on 3 September 2026, the Closing Condition relating to “Regulatory Approvals” as set out in Section 3.4 (c) "Conditions for completion of the Offer" of the Offer Document (as defined and described in the Offer Document) has been satisfied.
The Offer remains subject to the other Closing Conditions set out in Section 3.4 "Conditions for completion of the Offer" of the Offer Document, including the Closing Condition in Section 3.4 (a) “Minimum Acceptance” relating to shareholders of Elmera representing more than 90% of the issued and outstanding share capital and voting rights of Elmera on a fully diluted basis having validly accepted the Offer (as defined and described in the Offer Document).
The full terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document. The Offer may only be accepted on the basis of the Offer Document. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available at the following webpage: www.paretosec.com/transactions.
Advisors
Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while Pareto Securities AS is acting as financial advisor to the Offeror. Advokatfirmaet Haavind AS is acting as legal advisor to Elmera, while ABG Sundal Collier ASA is acting as its financial advisor.
Contacts
Fortum Investors: Ingela Ulfves, tel. +358 40 515 1531 Rauno Tiihonen, tel. +358 50 453 6150 investors@fortum.com
Media: Fortum News Desk, tel. +358 40 198 2843
This information is subject to the disclosure requirements according to section 4-2 of the Norwegian Securities Trading Act.
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IMPORTANT INFORMATION
The terms and conditions of the Offer are governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. 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 Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, including, without limitation Australia, Canada, Japan, New Zealand, South Africa, South Korea and Hong Kong, or any other jurisdiction in which it would be unlawful. 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 an offer or a tender offer document and, as such, is not intended to 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 provided in the Offer Document. The Offer is not 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 in addition to those undertaken in Norway.
Notice to U.S. Holders
Holders of Shares in the United States (“U.S. Holders”) are advised that the Shares are not listed on a U.S. securities exchange and that Elmera 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 thereunder.
The Offer is made for the issued and outstanding Shares of Elmera (other than Shares owned by Elmera), a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The Offer is made to U.S. Holders as a "Tier I" tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to tender offers for U.S. domestic issuers that are subject to the more fulsome requirements of Regulation 14D and 14E under the U.S Exchange Act.
The Offer is made to U.S. Holders on the same terms and conditions as those made to all other holders of Shares to whom the Offer is made. Any information document, including the Offer Document, is and will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to Elmera’s other shareholders to whom the Offer is made. The Offer is made by the Offeror and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, 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, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, 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, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information is and 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 advisor to the Offeror may also engage in ordinary course trading activities in securities of Elmera, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States. It may be difficult for Elmera’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Offeror and Elmera are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of Elmera may not be able to sue the Offeror or Elmera or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and Elmera and their respective affiliates to subject themselves to a U.S. court's judgment.