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Vow ASA: Vow to acquire C.H. Evensen to further position for growth

March 15th, 2022

Responding to rapidly changing and growing demand from current and potential customers in landbased industries, Vow ASA (OSE: VOW) has through its subsidiary Scanship AS entered into an agreement to acquire all shares in C. H. Evensen Industriovner AS (C. H. Evensen) (the Agreement). The agreed purchase price is NOK 50 million.

Established in Norway in 1937 and currently ranking as a leader in its field in the Nordic, C.H. Evensen has earned a well-deserved reputation as trusted partner and supplier of technology and solutions for high-temperature industrial processes.

Its product range for industries to lower emissions and improve operational efficiencies comprises heat treatment furnaces and ovens, hot-dip galvanising solutions, and green technology based on pyrolysis. Lately, the company has also developed solutions within a growing market for battery production and recycling. This makes it an excellent match with Vow's pyrolysis-based circular carbon and CO2 neutral energy solutions.

Three important steps

"We are making three significant steps forward. We will have more and complementary technologies in our toolbox, we will significantly increase our capacity and ability to service a growing market and customer base, and we will gain access to new customers in new industry verticals and markets," said Henrik Badin, CEO of Vow ASA.

Landbased industries across Europe are urgently searching for ways to reduce dependence on fossil carbon and secure access to carbon neutral energy. For many, replacing fossil products with advanced biocarbon and syngas produced from organic (biogenic) waste and renewable feedstock is the only viable alternative.

"This trend is evident in high-temperature industrial processes, for instance in traditional industries such as metal mills and manufacturing. Advanced biocarbon materials is also increasingly relevant for battery production and other emerging industries. And last but not least, tests are currently ongoing to qualify CO2 neutral syngas for the pan-European gas grid. This would open an entirely new chapter in the European energy market and for Vow ASA as technology provider," said Mr. Badin.

Culturally and industrially aligned

With an installed base consisting of more than 4 200 systems worldwide, C.H. Evensen has a large and loyal customer base, which includes renowned names such as Elkem, Hydro, REC, BMW, Voestalpine, Raufoss, Speira, Thyssen and Aludyne. The company has 40 employees. It reported pre-audit NOK 57 million in total sales for 2021 and an adjusted EBITDA margin of 10.4%.

"We feel closely culturally and industrially connected to Vow and look forward to becoming part of a bigger group. We believe the added muscles will help us continue to grow in our current industry segments, and explore new opportunities, for instance within biocarbon and other advanced carbon materials," said Henrik Johan Wulff, Managing Director of C.H. Evensen.

The transaction

Scanship AS has entered into the Agreement with the shareholder of C.H. Evensen being C. H. Evensen Holding AS (the "Seller") for the acquisition of 100 % of the shares of C.H. Evensen. The Agreement contains customary warranties and closing conditions.

The purchase price for 100 % of the shares in C. H. Evensen is NOK 50 million. At closing, contemplated to take place towards end of March 2022, Scanship shall settle the purchase price as follows:

  • NOK 25 million shall be paid in cash to the Seller.
  • NOK 25 million in seller's credit (Vendor Note) payable by Scanship 14 months after closing.

Scanship signs the Vendor Note as the original issuer, and immediately upon the issuance transfers all its rights and obligations under the Vendor Note to Vow ASA. The purpose of the transfer to Vow is to facilitate a possible settlement of the Vendor Note with Vow ASA shares. During the last month before the Vendor Note's settlement date, the Seller will have the right to elect to have the Vendor Note (fully or partially) settled by receiving Vow shares at a price of NOK 25 per Vow share.

Vow and C.H. Evensen joining forces to decarbonise industries and secure access to carbon neutral energy:

For more information, please contact

Henrik Badin, CEO, Vow ASA Tel: + 47 90 78 98 25 Email: henrik.badin@vowasa.com

Erik Magelssen, CFO, Vow ASA Tel: +47 928 88 728 Email: erik.magelssen@vowasa.com

About Vow

Vow and its subsidiaries Scanship and Etia are passionate about preventing pollution. The company's world leading solutions convert biomass and waste into valuable resources and generate clean energy for a wide range of industries.

Cruise ships on every ocean have Vow technology inside which processes waste and purifies wastewater. Fish farmers are adopting similar solutions, and public utilities and industries use our solutions for sludge processing, waste management and biogas production on land.

With advanced technologies and solutions, Vow turns waste, biomass, plastics and polymers into recycled advanced carbon materials, low carbon fuels, chemicals, and climate neutral gas for industries to reduce their dependence on fossil energy and petroleum products. The solutions are scalable, standardised, patented, and thoroughly documented, and the company's capability to deliver is well proven. They are key to end waste and stop pollution.

Located in Oslo, the parent company Vow ASA is listed on the Oslo Stock Exchange (ticker VOW).

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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BUSINESS INQUIRIES

Henrik Badin

Chief Executive Officer (CEO)

+47 90 78 98 25

henrik.badin@vowasa.com
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