Karo Pharma AB (publ) (OM:KARO) entered into a transaction agreement to make an offer to acquire Weifa ASA (OB:WEIFA) from Holta Life Sciences AS, Watrium AS and others for NOK 1.3 billion on August 24, 2017. Karo Pharma shall pay NOK 35 for each share of Weifa. In addition Karo Pharma has entered into conditional purchase agreements with holders of 1.73 million options whereby Karo Pharma will purchase these options at a price equal to the difference between the offer price and exercise price, subject to completion of the offer. The offer period will be two weeks, subject to extension with up to an additional two weeks. Settlement of the offer is expected to take place within approximately one week from the expiry of the offer period. Karo Pharma will finance the transaction with a loan facility that has been entered into with Swedbank. Weifa agreed to pay Karo Pharma a break-fee of NOK 15 million in the event that the offer lapses following the announcement of a competing offer that results in another transaction for Weifa, although Weifa has entered into undertakings not to solicit competing offers from third parties.

The offer is not subject to any financing conditions and has been recommended by the Board of Directors of Weifa. The offeror will finance the transaction with a loan facility from Swedbank, subject to fulfilment or waiver of the conditions for the Offer. A proposal to delist the Weifa Shares requires the approval of a majority of at least a 2/3 of the votes cast and the share capital represented at the general meeting of Weifa. The completion of the offer is subject to minimum acceptance of at least 90% on a fully diluted basis and other customary conditions with expected closure in late September 2017. Certain of Weifa's largest shareholders have pre-accepted the offer with pre-acceptances from each of the Directors and executive management holding shares in Weifa to tender their shares into the offer, representing approximately 45.35% stake in Weifa. The Offer will be open from September 11, 2017 to September 26, 2017. As on September 26, 2017, the offer period will extend to October 3, 2017. As of September 28, 2017, Karo Pharma has received acceptances under the Offer for a total of 3295 million shares representing approximately 90.3 % of the total shares in Weifa on a fully diluted basis. Accordingly, the conditions for completion of the Voluntary Offer have now been met. On expiration of the offer period on October 3, 2017, Karo Pharma had received acceptances for the voluntary offer to acquire all shares in Weifa for a total of approximately 35.4 million shares representing approximately 97.1% of the total shares in Weifa on a fully diluted basis. As of October 5, 2017, the final acceptance level in Karo Pharma's offer is 35.5 shares representing 97.2% of the total shares in Weifa on a fully diluted basis. It is expected that the settlement of the offer will take place on or about October 6, 2017. N M Rothschild & Sons acted as financial advisor to Weifa on the transaction.