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Everbridge Announces Final Result of the Voluntary Tender Offer for Unified Messaging Systems ASA

BURLINGTON, Mass.--(BUSINESS WIRE)--Mar. 23, 2018-- Everbridge, Inc. (NASDAQ: EVBG) today announced the final registration of acceptances regarding the voluntary tender offer made by Everbridge Holdings Limited ("Everbridge") to acquire the entire issued share capital of Unified Messaging Systems ASA ("UMS") (Oslo Axess: UMS). The final acceptance level was 184,746,970 shares, representing approximately 93.3% of the total shares in UMS on a fully diluted basis. In addition, Everbridge has acquired 1,738,019 shares in the market at an average purchase price of NOK 1.36 per share. Everbridge has not acquired any shares at a purchase price exceeding the offer price of NOK 1.37 per share. As a result, Everbridge will, upon settlement of the Offer, control 186,484,989 shares, representing approximately 94.2% of the total shares in UMS on a fully diluted basis (95.3% of the issued and outstanding shares).

In addition, Everbridge will purchase 2,285,000 share options at a price equal to the difference between the offer price of NOK 1.37 and the exercise price for the share options.

Accordingly, subject to no material adverse change occurring before settlement of the Offer, the conditions for completion of the Offer have been met. Settlement is expected to take place on April 3, 2018.

Following settlement of the Offer, Everbridge intends to initiate a compulsory acquisition of the remaining outstanding shares of UMS at a price equal to the offer price of NOK 1.37 per share, in accordance with applicable laws. Everbridge will also propose that UMS apply for a delisting of its shares from Oslo Axess.

About Everbridge

Everbridge, Inc. (NASDAQ: EVBG), is a global software company that provides enterprise software applications that automate and accelerate organizations' operational response to critical events in order to keep people safe and businesses running faster. During public safety threats such as active shooter situations, terrorist attacks or severe weather conditions, as well as critical business events such as IT outages, cyber-attacks or other incidents such as product recalls or supply-chain interruptions, over 3,700 global customers rely on the company’s SaaS-based platform to quickly and reliably aggregate and assess threat data, locate people at risk and responders able to assist, automate the execution of pre-defined communications processes, and track progress on executing response plans. The company’s platform sent over 2 billion messages in 2017, and offers the ability to reach more than 200 countries and territories with secure delivery to over 100 different communication devices. The company’s critical communications and enterprise safety applications include Mass Notification, Incident Management, Safety Connection™, IT Alerting, Visual Command Center®, Crisis Commander®, Community Engagement™ and Secure Messaging. Everbridge serves 9 of the 10 largest U.S. cities, 8 of the 10 largest U.S.-based investment banks, 25 of the 25 busiest North American airports, six of the 10 largest global consulting firms, six of the 10 largest global auto makers, all four of the largest global accounting firms, four of the 10 largest U.S.-based health care providers and four of the 10 largest U.S.-based health insurers. Everbridge is based in Boston and Los Angeles with additional offices in San Francisco, Lansing, Orlando, Beijing, London, and Stockholm. For more information, visit www.everbridge.com, read the company blog, and follow on Twitter and Facebook.

About UMS

UMS ASA is a Norwegian technology company with international operations, headquartered in Oslo. The company has more than 1,200 customers worldwide reaching over 500 million people with its systems for public notifications. The company was founded in 1998 and is established as an industry leader within the area of critical communication and population alerting systems.

Cautionary Language Concerning Forward-Looking Statements:

This news release contains certain forward-looking statements that are based on uncertainty, as they relate to events and depend on circumstances that will occur in the future and which, by their nature, may have an impact on results of operations and the financial condition of Everbridge and/or UMS. Such forward-looking statements reflect current expectations and are based on the information currently available. Neither Everbridge nor UMS can give any assurance as to whether such forward-looking statements will prove to be correct. These forward-looking statements include statements regarding the Offer, including the terms and conditions of the Offer and expected timing. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, satisfactions of conditions to the Offer and investor participation in the Offer.

Source: Everbridge, Inc.

Media
Everbridge
Jeff Benanto, +1 781-373-9879
jeff.benanto@everbridge.com
or
Investors
ICR
Garo Toomajanian, +1 818-230-9712
ir@everbridge.com

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