28.05.2020 08:30:12: Announcement of offers related to NattoPharma ASA



Offer to unconditionally acquire up to 11.0% of the shares in NattoPharma ASA
and an intention to make a voluntary offer to acquire all the remaining
outstanding shares in NattoPharma ASA

NOT FOR DISTRIBITION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Intention to launch voluntary offer on all shares

Kappa Bioscience AS ("Kappa") hereby announces its intention to make an offer to
acquire all the outstanding shares in NattoPharma ASA (the "Voluntary Offer")
provided that the conditions for launch of the Voluntary Offer set out below are
fulfilled. The offer price will be NOK 12.75 per share (the "Offer Price") and
will be settled in cash. The Offer Price is based on publicly available
information and represents a premium of 16.1, 22.3 and 26.3 percent to the
company's volume weighted average share price for the 3-, 6- and 12-month
periods ending on 27 May 2020.

Launch of the Voluntary Offer is conditional upon NattoPharma ASA
("NattoPharma") giving Kappa access to conduct a customary due diligence,
satisfactory completion of the due diligence review, in Kappa's sole discretion,
financing from existing lenders to partly finance the Voluntary Offer, the
business of NattoPharma being conducted only in the ordinary course, no
distribution from the company and the final approval of the board of directors
of Kappa to make the Voluntary Offer.

The Voluntary Offer, if made, would be subject to customary conditions, such as
an acceptance level to be determined, absence of a material adverse change, all
regulatory approvals being obtained (if any) and other customary conditions.

Unconditional offer to acquire up to 11.0% of the shares in NattoPharma

Kappa further announces an unconditional offer to acquire up to 2,127,573 shares
in NattoPharma, representing approx. 11.0% of the company's share capital at a
price of NOK 12.75 per share on a first come first serve basis (the "Offer").
Sales offers can be made from publication of this notice and accepted sales
offers will be settled on a continuous basis as soon as possible after
acceptance. The Offer ends at the earliest of the date Kappa has acquired
2,127,573 shares and 12 June 2020 (the "Offer Period"). Shareholders who wish to
sell shares should contact Carnegie AS, phone +47 22 00 93 40, email
kappa@carnegie.no. Shares may also be acquired through trades at the Oslo Stock
Exchange. Kappa reserves the right at its sole discretion to terminate the
Offer, shorten or extend the Offer Period, reject and/or reduce any sale order
as well as making any amendments to the terms of the Offer. Completion of the
Offer is not conditional on the conditions for launch of Voluntary Offer being
fulfilled or waived.

Background

Kappa has the ambition to be a market leader in the global vitamin K2 segment.
The strength of Kappa's proprietary production technology and patent portfolio
provides the company with an unassailable global cost and quality leadership
position. Kappa's owners are prepared to invest heavily to support the company
in its technology development and global growth ambitions, while ensuring that
Kappa's patent position is acknowledged by the market and all its participants.
The proposed acquisition of NattoPharma confirms this ambition.

About Kappa Bioscience AS

Kappa Bioscience AS is a Norwegian entity founded in December 2006. Utilizing
advanced production technology based on a strong patent portfolio, Kappa has
secured global leadership in the production and development of vitamin K2, which
is one of the fastest-growing health ingredients worldwide. Kappa is currently
the leading vendor of vitamin K2 for use in various formulations, and Kappa's
leadership in the vitamin K2 market is further exemplified by its recent patent
expansion in the production of vitamin K2 as pure MK-7 (menaquinone-7). While
vitamin K2 provides the cornerstone for Kappa's business, Kappa also offers a
range of bone and heart health category ingredients in several forms and
concentrations. A key objective going forward is to make vitamin K2 accessible
for the global food supplement and fortified food market. Kappa will continue to
serve the market with pure and stable forms of MK-7 products. With regulatory
approvals in leading markets, including US self-affirmed GRAS and an NDIN,
Kappa's vitamin K2 MK-7 can be used in most applications, also in conventional
foods.

Advisers and contact

Carnegie AS is acting as financial advisor and Advokatfirmaet Wiersholm AS is
acting as legal advisor to
Kappa in connection with the Voluntary Offer and the Offer.

For additional information please contact:

Egil Greve, President & CEO Kappa Bioscience AS, +47 95 10 95 65,
egil.greve@kappabio.com
Stefan Schander Slemdal, Carnegie AS, +47 40 64 04 26,
stefan.slemdal@carnegie.no
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