Statement from the Board of Directors of HiQ regarding the public takeover bid from Triton

Triton Fund V (”Triton”) submitted, at 07.00 CET this morning, through its wholly-owned subsidiary Goldcup 25969 AB (under name change to Trisall AB) (“Trisall”), a public takeover bid to the shareholders of HiQ International AB (publ) (“HiQ”) to transfer all of the shares in HiQ to Trisall (the “Offer”).

The offer in brief according to the statement from Triton:

• Trisall will pay SEK 70 in cash for each share in HiQ.(1) The total offer amounts to c. SEK 3,909 million.(2)
• The Offer does not include warrants holder within the framework of HiQ’s Incentive Programme. Trisall has announced that after the completion of the Offer, it will work to ensure that warrant holders are given fair treatment outside the Offer.
• The offer implies a premium of:
  1. c. 25 percent compared to the closing price of SEK 55.90 and 27 percent compared to the volume weighted average share price of SEK 55.20 on Nasdaq Stockholm the 25 of August 2020 (which was the last day of trading prior to the Offer announcement);
  2. c. 33 percent compared to the volume weighted average share price of SEK 52.82 during the last 30 days of trading prior to the Offer announcement;
  3. c. 63 percent compared to the volume weighted average share price of SEK 42.84 during the last 180 days of trading prior to the Offer announcement; and
  4. c.54 percent compared to the volume weighted average share price of SEK 45.40 during the last 360 days of trading prior to the Offer announcement.
• Triton’s indicative timeline:
  • Offer document published 9 September 2020
  • Acceptance period 10 September – 1 October 2020
  • Settlement 9 October 2020

Further information concerning the Offer on the bidder’s website: www.invest-to-lead.com

The Board of Directors of HiQ has engaged Danske Bank as financial advisor and Setterwalls Advokatbyrå as legal advisor in relation to the Offer.

Statement from the Board of Directors

The Board, together with its advisors, will further evaluate the Offer that has been submitted and will thereafter publish its formal statement on the Offer as soon as possible, at the latest two weeks prior to the end of the acceptance period of the Offer.