Aspiro’s independent bid committee adds detail to questions raised in relation to the public takeover offer by Project Panther Bidco

With reference to Project Panther Bidco Ltd’s public takeover offer for all the
shares in Aspiro AB (publ), the Independent Bid Committee hereby clarifies some
questions raised by shareholders following the announcement of the offer.
In its recommendation dated 30 January 2015 (for definitions please refer to the
recommendation), the Independent Bid Committee in summary highlighted the
following:

  · The Offer from Panther is launched following a structured and diligent
process conducted by Aspiro, in which a number of strategic options have been
identified and evaluated;

  · Panther is deemed to possess the capacity to develop the Company in a
privately owned environment, based on SCE’s intricate position in the industry
and its financial capabilities;

  · The Offer represents a premium of 58.7 per cent compared to the volume
-weighted average share price for the Company’s share during the last three
months;

  · Significant shareholders, representing approximately 75.9 per cent of the
shares in Aspiro, have entered into a binding and irrevocable undertaking with
Panther to accept the Offer, subject only to Panther complying in all material
respects with the Takeover Rules and good stock market practice in Sweden in
connection with the Offer launch; and

  · The conclusion made by the independent advisor ABG in the fairness opinion
is that the Offer is fair from a financial point of view.

On the basis of questions raised by shareholders following the publication of
the recommendation, the Independent Bid Committee would like to clarify the
following:

  · In the first half of 2014, the board of directors of Aspiro conducted a
structured and diligent strategic process. The reason for the process was that
the board of directors identified the need to supply the Company with
significant expansion capital to maximise the opportunities for future value
creation. The board of directors’ judgement was that this could not be secured
under attractive conditions for the Company’s shareholders considering the
ownership structure and limited market capitalisation of the Company.

  · During the process, the board of directors identified and evaluated a number
of strategic options, including among others a sale of Aspiro, a divestment of
subsidiaries and assets, as well as taking in strategic partners to contribute
with resources and funding for the future development of the Company. During the
second half of 2014, the board of directors was aided by the global, independent
M&A advisor Mooreland Partners LLP, who, in order to assess the market for a
potential sale of the business or selective assets of the Company, performed an
extensive market review by reaching out to approximately 40 potential investors.

  · Despite it not being a regulatory requirement as well as being rather costly
and time consuming for management, the Independent Bid Committee authorised a
fairness opinion in order to ensure fairness to all shareholders. Before
selecting ABG, the Independent Bid Committee evaluated offers from several
different reputable investment banks according to common market practice. ABG
was mandated primarily due to its prior knowledge of Aspiro, competitive pricing
and good reputation in the Nordic equity markets, all factors which benefit both
Aspiro and the shareholders of Aspiro.

  · The fairness opinion reviewed Aspiro’s position, historic track record as
well as future financial potential on a standalone basis. The analysis focused
on the earnings potential and capital requirement to execute Aspiro’s HiFi
-centric growth strategy over the coming years. The overall conclusion showed
that even after deployment of significant amounts of capital the return for
shareholders would be very uncertain given the competitiveness of the market. In
addition, using the current offer from Panther as a basis, ABG extrapolated,
that in order for investors to achieve a return reflecting the execution risk
related to the roll out of Aspiro’s HiFi streaming product, Aspiro would have to
achieve an extreme and unprecedented growth in number of HiFi subscribers
compared to the number of users as of 31 January 2015.

  · The fairness opinion also reviewed other valuation approaches, such as
comparing of the offer price to historic Aspiro share price trading ranges,
premia paid in the Swedish market and mid-sized internet/e-media transactions as
well as comparing Aspiro’s financial profile to other public music or media
streaming providers as well as other subscriber based business models.
Comparability was however considered very limited due to peers’ much larger
scale, stronger leadership position, proven product offering and differences in
business model.

  · The main shareholder Streaming Media AS (Schibsted, Platekompaniet and
Verdane Capital VIII) has irrevocably and unconditionally committed to accept
the Offer. This irrevocable commitment is based on market practice and means
that Streaming Media will sell their shares at the offered premium. If the offer
is successful, Streaming Media and its ultimate shareholders will neither
continue to be owners nor stakeholders of Aspiro. Schibsted has publicly
announced that streaming music is not considered as a core business.

  · As announced in the Aspiro year-end report for 2014, it is the board of
directors’ assessment that given the current strategic plan and the associated
capital needs, the Company is not fully funded for the coming twelve months. The
board of directors is considering various funding alternatives. The board of
directors further notes that a change of ownership of the Company, inter alia by
way of a completion of the public bid from Panther, could give rise to new
funding opportunities for the Company.
  · Aspiro has many promising growth initiatives, primarily related to the
expansion of the TIDAL service, however these initiatives are currently
unprofitable and capital consuming. Both expanding to new markets and increasing
the number of users will, in the short term, increase the costs (primarily
related to efforts to increase number of users, rather than the global expansion
in itself), and Aspiro has arguably neither the same scale advantages nor access
to funding as its main competitors. Based on the current cost base and strategic
initiatives, the Independent Bid Committee’s current judgement is that this will
require significant capital injections over the coming years. In addition to the
capital required, the Independent Bid Committee also acknowledges that taking
Aspiro's streaming services to the next level requires a dedicated owner with
relevant experience and knowledge as the streaming market is highly competitive
and evolves rapidly.

  · In order to further facilitate the evaluation of Panther’s public offer,
Aspiro released subscriber numbers as of 31 January 2015 in a separate press
release on 9 February 2015.

Aspiro AB discloses the information provided herein pursuant to the Financial
Instruments Trading Act and/or the Securities Markets Act. The information was
submitted for publication at 8:30 am CET on 16 February 2015.

For questions, please contact Fredrik Bjørland, chairman of the Independent Bid
Committee, Phone number +47 95 20 18 50, E-mail fredrik.bjorland@ferd.no

Aspiro in brief

Aspiro is a media technology company on the forefront in the ongoing
redefinition of music consumption. Through its subscription services WiMP and
TIDAL, the company offers a complete music experience with HiFi quality audio,
HD-video and curated editorial. In parallel, Aspiro is a content provider to the
online media industry through RADR, helping its partners to attract and retain
visitors on their web sites. For more information, please visit www.aspiro.com