Scana ASA: Rieber & Søn AS - Offer document approved and launch of mandatory offer for all remaining shares in Scana ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS.
Bergen, 30 October 2026: Reference is made to the stock exchange announcement on 2 October 2026, in which Rieber & Søn AS ("Rieber & Søn") announced that it had acquired shares in Scana ASA ("Scana"), bringing its holding to 154,924,375 shares, representing approximately 33.54% of the shares and voting rights in Scana, following completion of the purchase. Rieber & Søn thereby exceeded the one-third threshold and became obliged to make a mandatory offer for the remaining shares in Scana pursuant to Chapter 6 of the Norwegian Securities Trading Act (the "Offer").
Rieber & Søn has since acquired additional shares and currently holds 158,586,429 shares, representing approximately 34.33% of the shares and voting rights in Scana.
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has on 30 October 2026 approved the offer document dated 30 October 2026 (the "Offer Document") pursuant to Section 6-4, cf. Section 6-14, of the Norwegian Securities Trading Act. Rieber & Søn hereby launches the Offer for all the remaining 303,306,469 issued and outstanding shares in Scana not already owned by it.
Key terms of the Offer
The offer price is NOK 1.40 per share, payable in cash (the "Offer Price"). The Offer Price equals the highest price paid or agreed to be paid by Rieber & Søn, or its close associates, for shares in Scana during the six months prior to the obligation to make the Offer being triggered, cf. Section 6-10 (4) of the Norwegian Securities Trading Act.
The acceptance period runs from and including 30 October 2026 to 16:30 hours (CET) on 27 November 2026 (the "Acceptance Period"). Rieber & Søn may, subject to approval by Financial Supervisory Authority of Norway, extend the Acceptance Period, provided that the total Acceptance Period does not exceed six weeks (i.e. to and including 11 December 2026).
Settlement will be made in NOK as soon as reasonably practicable and no later than two weeks after expiry of the Acceptance Period, being 11 December 2026 if the Acceptance Period is not extended. Settlement is guaranteed by DNB Bank ASA in accordance with Section 6-10 (7) of the Norwegian Securities Trading Act.
The Offer is unconditional. The complete terms and conditions are set out in the Offer Document.
The board of directors of Scana will publish a statement on the Offer pursuant to Section 6-16 of the Norwegian Securities Trading Act no later than one week before expiry of the Acceptance Period.
DNB Carnegie Issuer Services, a part of DNB Bank ASA, acts as receiving agent (retail@dnb.no). Wikborg Rein Advokatfirma AS acts as legal adviser to Rieber & Søn.
Availability of the Offer Document
Subject to regulatory restrictions in certain jurisdictions, the Offer Document and the acceptance form will be distributed to shareholders registered in Scana's shareholder register in Euronext Securities Oslo (VPS) as of 28 October 2026, and are available at www.rieberson.no. The Offer may only be accepted on the basis of the Offer Document and in accordance with the instructions set out therein and in the acceptance form.
For further information, please contact: Brede Selseng, Rieber & Søn AS, tel. +47 971 62 171
This information is subject to the disclosure requirements pursuant to the Norwegian Securities Trading Act section 5-12.
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 Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, Hong Kong, New Zealand, South Africa and Japan. Rieber & Søn 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 and 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 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 in addition to those undertaken in Norway.
Shareholders of Scana must rely upon their own examination of the Offer Document. Each shareholder should study the Offer Document carefully in order to make an informed and balanced assessment of the Offer and the information 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 their own financial and legal advisors prior to making a decision to accept the Offer.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share.
Forward-looking statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they reflect the companies' current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Rieber & Søn undertakes no obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement or otherwise.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that Scana's shares are not listed on a U.S. securities exchange and that Scana 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 Scana 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 Scana's other shareholders to whom an offer is made. The Offer will be made by Rieber & Søn and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is 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, Rieber & Søn and its affiliates or brokers (acting as agents for Rieber & Søn 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, any financial advisors to Rieber & Søn may also engage in ordinary course trading activities in securities of Scana, which may include purchases or arrangements to purchase such securities.