Audax Renovables S.A. statement in response to the decision of the Board of Directors of Elmera Group ASA

Audax notes the decision of the Board of Directors of Elmera (the “Board”) to proceed with the alternative proposal announced earlier this week. Over the past two months, Audax has submitted three successive proposals to the Board, with requests for access to a due diligence process that would have enabled it to formulate a fully informed offer and properly assess Elmera’s value based on all relevant information.

Oscar Santos Juvé, the General Manager of Audax, comments:

“We remain convinced that Elmera is a highly attractive company, and that the combination of Audax and Elmera would have presented compelling industrial and strategic merits. We also continue to believe that transparency and informed decision-making are important elements of any transaction process involving public shareholders.

Audax’s proposal to Elmera's board offered an all-cash consideration with committed financing from a new entrant to the Nordic market, low execution complexity, limited regulatory risk and a minimum acceptance threshold of only 66.7%. These characteristics were designed to provide shareholders with a high degree of deal certainty.

From an outside-in perspective, we note that the proposed transaction will now be subject to customary regulatory review processes, including a mandatory competition filing. The transaction now endorsed by the Board may carry execution risk, since the combination of two of the leading electricity retail operators in the Norwegian market may cause competition law concerns due to concentration risk and reduced competition that may ultimately affect consumers and the probability of completion.

We believe it will be important for Elmera’s shareholders, market participants and other stakeholders to understand how the relevant competition and regulatory considerations will affect the timing and probability of the proposed transaction.

In any event, strategic opportunities and capital allocation decisions cannot remain open-ended indefinitely. As a listed company with multiple strategic opportunities available, we must also continuously evaluate where capital and resources can create the greatest long-term value for our shareholders.”

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Important notice

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Offer, if any, will only be made on the basis of an Offer Document approved by the Norwegian Financial Supervisory Authority, and can only be accepted pursuant to the terms of such Offer Document. The Offer will not be made in any jurisdiction in which making of the Offer would not be in compliance with the laws of such jurisdiction or would require that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Norwegian law and regulations. This press release and any related Offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by Audax. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

Forward-looking information

Statements in this press release relating to future status and circumstances, including whether Audax makes the Offer or closes the Offer, statements regarding future performance, as well as benefits of the intended Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "expects", "believes", or similar expressions. 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. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Audax. Any such forward-looking statements speak only as of the date on which they were made and Audax has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.