Zouk Legal Counsel

The information contained on this website is of a general nature. The information is not adapted to personal or specific circumstances and therefore cannot be considered as personal, professional or legal advice to the user of the site. In accordance with the Personal Data Processing Act of 08.12.1992, the user reserves the right to consult and, if necessary, correct his personal data. Subject to the provision of an identity document (copy of identity card) sent to ZOUK via a written, dated and signed request, including address and e-mail address, a written copy of your personal data may be requested free of charge. If necessary, you can also request to change incorrect, incomplete or irrelevant information. (B) I INDEMNIFY, INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES AND PROMISE NOT TO INDEMNIFY THE INDEMNIFIED PARTIES AGAINST ALL CLAIMS, DAMAGES, LOSSES AND ACTIONS, INCLUDING REASONABLE ATTORNEYS` FEES, ARISING OUT OF DAMAGES OR LIABILITIES FOR PERSONAL INJURY, INCLUDING DEATH, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ERROR or omission of the indemnified parties or their representatives, subcontractors or personnel of an event or activity related to the Elevation Zouk festival. Lord. Readly Mon, Dec 05, 2022 07:45 CET The independent offer committee of Readly International AB (publ) (“Readly” or the “Company”) unanimously recommends that all shareholders accept the cash offer of Tidnings AB Marieberg (“Bonnier News”). This statement shall be made by Readly`s independent tender committee in accordance with Section II. Bonnier News, a wholly-owned subsidiary of Bonnier News Group AB, today announced a public cash offer to Readly shareholders to tender their shares of Readly to Bonnier News (the “Offer”). Under the terms of the offer, Bonnier News is offering SEK 12 in cash per Readly share, representing a value of approximately SEK 455 million of Readly`s issued share capital [1].

The price per share of the offer represents a premium of: 59.3% compared to the closing price of SEK 7,535 for Readly shares on Nasdaq Stockholm on September 2. December 2022, the last trading day before the publication of the offer; 70.0% based on the volume weighted average price of SEK 7.06 per share on Nasdaq Stockholm over the last 60 trading days prior to the announcement of the offer; and 60.1% based on the volume weighted average price of SEK 7.49 per share on Nasdaq Stockholm over the 120 trading days prior to the announcement of the offer. The offer acceptance period is expected to begin on or about December 8, 2022 and end on or about January 13, 2023. Bonnier News reserves the right to extend the period of acceptance of the Offer and to postpone the settlement date. Completion of the Offering is subject, among other things, to Bonnier News becoming the owner of more than 90% of the total number of shares of Readly and receiving all necessary regulatory, regulatory or similar approvals, approvals and decisions, including competition authorities, in each case on terms acceptable to Bonnier News. Bonnier News reserves the right to waive, in whole or in part, all or part of the conditions of performance set out in the context of the Offer. Readly`s Board of Directors has established an independent offering committee to represent Readly in connection with the offer. The independent bid committee consists of Patrick Svensk (chairman), Nicolas Adlercreutz, Malin StrÃ¥hle and Stefan Betzold. Nathan Medlock, a member of the board of directors and partner at Zouk Capital LLP[2] (“Zouk Capital”), which owns approximately 4.3% of the number of outstanding shares of Readly, was not involved in the preparation and resolution of the independent offer committee regarding the recommendation of the offer. Readly`s independent bid committee authorized Bonnier News, upon Bonnier News` written request, to conduct limited confirmatory due diligence as part of the preparation of the offer. Except for the information subsequently included in the Company`s Q3 2022 report, Bonnier News has not received any inside information about the Company as part of due diligence.

Further information on the Offer is available in Bonnier News` press release of 5 December 2022 and in the offer document that Bonnier News will publish shortly before the start of the acceptance period. These documents will be available for the offer via a link on the Bonnier News website: www.offer-to-read.com. Readly`s independent offer committee has appointed ABG Sundal Collier AB as financial advisor and Wigge & Partners Advokat KB as legal advisor in connection with the offer. As part of the evaluation of the offer by the independent offer committee, it retained BDO Corporate Finance (“BDO”) to issue a fairness opinion. In the fairness opinion attached to this press release, BDO considers the offer to shareholders to be fair from a financial point of view, taking into account the assumptions and considerations contained in the statement. For the fairness opinion, BDO receives a fixed fee, regardless of the amount of the consideration for the offer, the degree of participation in the offer and the completion of the offer. Since its inception in 2012, Readly`s primary goal has been to build the leader in unlimited digital magazine subscriptions, with a vision to “inspire millions of people to discover and appreciate the power of great editorial content from around the world.” Readly customers have unlimited access to approximately 7,500 magazines and newspapers from more than 1,200 publishers worldwide. In 2022, as indicated in a press release dated March 31, 2022, Readly launched a new revenue growth and cost reduction strategy to further support the Company`s path to profitability. This strategy included an increased focus on investing in product development and innovation, a greater focus on established markets, and redistributing and reducing marketing spend.