Reference is made to the stock exchange announcement published by Kalera AS on 13 May 2022 regarding the merger with its wholly-owned Luxembourg subsidiary Kalera S.A.
The merger will become effective upon publication of the minutes from Kalera S.A.'s general meeting approving the merger in accordance with Luxembourg law. Such publication, and the effectiveness of the merger, is expected to occur on 27 May 2022.
The last day of trading in the Company's shares on Euronext Growth Oslo is today, 25 May 2022. A trading suspension will be imposed by the Oslo Stock Exchange following the end of trading today, and the trading suspension will remain in force until the merger is effective. All of the Company's assets, rights, and liabilities will be transferred to Kalera S.A., and the Company will be dissolved and have its shares delisted from Euronext Growth Oslo.
As a merger consideration, the shareholders of the Company will receive shares in Kalera S.A., where two shares in the Company give the right to receive one share in Kalera S.A. The Company's shareholders will, for the purpose of calculating the number of consideration shares, have their shares rounded down to the nearest even number as Kalera S.A. will not issue fractional shares. If a shareholder already holds an even number of shares, no rounding will be made. Excess shares, which as a result of this rounding will not be allotted, will be settled in cash by Kalera S.A., and the settlement amount per excess share shall equal the volume-weighted average share price for the Company's shares on Euronext Growth Oslo during the last ten trading days prior to the effectiveness.
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