NRC Group ASA (OB:NRC) entered into an agreement to acquire VR Track Oy from VR Group Ltd. for NOK 2.1 billion on October 11, 2018. Under the terms of the agreement, 65% of the purchase price will be paid in cash by NRC Group while the remaining 35% of the purchase price will be paid in the form of consideration shares in NRC Group. NRC will pay approximately NOK 1.4 billion in cash and will issue approximately 9.9 million shares to VR group, which will represent approximately 18.3% of total NRC’s outstanding shares post the transaction. NRC will own complete 100% in VR track post the completion of the transaction. The cash portion of the purchase price will be fully financed by available cash and new bank debt facility with Danske Bank. Post closing VR Track will be rebranded to NRC Group. VR Track had revenues of approximately NOK 2.9 billion, EBITDA of approximately NOK 230 million, EBIT of NOK 170 million for the last twelve months ended June 30, 2018. VR track had total assets worth approximately NOK 1.4 billion and equity worth approximately NOK 530 million. The Board of Directors of VR Track Oy currently consists of Rolf Jansson, Ilkka Heiskanen, Marko Hyvärinen and Timo Koskinen, all being representatives of VR-Group Ltd. A new Board of Directors of VR Track will be established in connection with completion of the transaction. NRC Group will also seek to facilitate representation by VR Group on the Board of Directors of NRC Group following the transaction. Completion of the transaction is conditional upon anti-trust approval in Sweden, certain regulatory approvals in Finland, approval by an extraordinary general meeting of NRC Group as well as certain other customary closing conditions. The transaction will be presented at an extraordinary general meeting of NRC Group, expected to be held early November 2018 (the EGM), and a notice of the EGM is expected to be distributed and published shortly. Approval of the transaction requires at least two-thirds majority of the votes cast and of the share capital represented at the EGM. Closing of the transaction is expected to take place in early January 2019, subject to satisfaction of the closing conditions. On November 5, 2018, the extraordinary general meeting of NRC Group ASA authorized the issuance of new shares as partial consideration for the acquisition. On November 22, 2018, the Financial Supervisory Authority of Norway approved the prospectus prepared in connection with the listing of up to 9.9 million new shares in connection with the acquisition. Arctic Securities AS acted as the financial advisor and Advokatfirmaet Schjødt AS acted as the lead legal advisor to NRC Group in connection with the transaction. Juhani Ahola, Rami Katajisto, Nicolas Lindfors and Jarkko Huotari of Nordea Bank AB acted as the financial advisors and Leena Lindberg, Tuulia Tanskanen and Alina Böling of Krogerus Attorneys Ltd. acted as the lead legal advisors to VR Group in connection with the transaction. Tarja Wist and Matti Siiteri of Waselius & Wist acted as legal advisors to NRC Group. NRC Group ASA (OB:NRC) completed the acquisition of VR Track Oy from VR Group Ltd. on January 7, 2019. The Board of Directors of the Company has, with effect from completion of the acquisition of VR Track Oy, been expanded with two new Board members, being Rolf Jansson and Eva Nygren.