Aker Horizons Announces Merger Plans With Aker Offshore Wind and Aker Clean Hydrogen

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Aker Horizons ASA (the “Company” or “Aker Horizons”) today announces merger plans with Aker Offshore Wind AS (“Aker Offshore Wind” or “AOW”) and Aker Clean Hydrogen AS (“Aker Clean Hydrogen” or “ACH”):

• Aker Horizons and Aker Offshore Wind to combine in an all-stock merger that will reposition AOW as a privately held subsidiary of Aker Horizons, with the intention to combine AOW with its portfolio company Mainstream Renewable Power (“Mainstream”). Strong industrial logic for combining AOW and Mainstream, including complementary footprint and capabilities, increased scale, and improved access to financing for AOW projects
• Shareholders in Aker Offshore Wind (other than Aker Horizons) will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW. The exchange ratio is based on the 30 day volume weighted average share price for each of AOW and Aker Horizons
• Aker Horizons and Aker Clean Hydrogen to combine in an all-stock merger that will reposition ACH as a privately held subsidiary of Aker Horizons to accelerate the development of large-scale hybrid decarbonization projects, integrating hydrogen production with downstream applications such as green iron
• Shareholders in Aker Clean Hydrogen (other than Aker Horizons) will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH. The exchange ratio is based on the 30 day volume weighted average share price for each of ACH and Aker Horizons

Strengthening Aker Horizons’ capacity to accelerate the energy transition

Aker Horizons today announces merger plans with Aker Offshore Wind and Aker Clean Hydrogen, repositioning both companies as privately held subsidiaries in the Aker Horizons portfolio. The mergers will strengthen Aker Horizons’ capacity to accelerate the energy transition and maximize impact and value creation.

The proposed merger with Aker Offshore Wind facilitates a combination of AOW and Mainstream Renewable Power, another subsidiary of Aker Horizons, to create an industrially and financially stronger renewable energy developer, subject to customary conditions including agreement with Mainstream’s minority shareholders. The consolidation of Aker Horizons’ interests in renewable energy will provide improved access to financing for AOW’s projects and accelerate Mainstream’s transformation into a global renewable energy major with leading floating and fixed offshore wind capabilities. Combining AOW’s strong technical and engineering capabilities and early mover position in floating offshore wind with Mainstream’s proven project development methodology, execution track record and global presence unlocks new opportunities worldwide.

The proposed merger with Aker Clean Hydrogen will accelerate the development of large-scale hybrid decarbonization projects integrating hydrogen production with downstream applications. Combining the strengths of Aker Clean Hydrogen with the financial and broader industrial skillset of Aker Horizons, the merger will facilitate partnerships across value chains, expand the opportunity set in new adjacent industries such as green iron, and improve access to competitive capital, including from Aker Asset Management.

Repositioning AOW as a private subsidiary by means of a triangular merger

The Company has today agreed a merger plan with Aker Offshore Wind that will reposition AOW as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between AOW, Aker Horizons’ subsidiary AH Tretten AS as the surviving entity, and Aker Horizons as the issuer of merger consideration shares (the “AOW Merger”). Shareholders in AOW will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW at the effective date of the AOW Merger. Aker Horizons has an indirect shareholding in AOW of approximately 51.02% and no consideration shares will be issued for such shareholding. The exchange ratio is based on the 30 day volume weighted average share price for each of Aker Offshore Wind and Aker Horizons and implies a share price of NOK 3.01 per AOW share, representing a premium of 6.9% to the closing price of AOW on 29 March 2022.

It is contemplated that the consideration shares to be issued by Aker Horizons will be issued by the Board of Directors pursuant to the authorization proposed to be granted to the board by the Company’s annual general meeting to be held on 22 April 2022. Fractions of shares will not be allotted, and for AOW shareholders consideration shares will be rounded down to the nearest whole number. Excess shares, which as a result of this round down will not be allotted, will be issued to and sold by DNB Markets, a part of DNB Bank ASA.

In preparation for the AOW Merger, Aker Horizons and AOW have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information related to their respective businesses. Completion of the AOW Merger is subject to customary closing conditions, including approval by the shareholders of AOW and the Board of Directors of Aker Horizons, but is not subject to any conditions with respect to financing, due diligence or material adverse change. Aker Horizons has undertaken to vote in favour of the AOW Merger at AOW’s annual general meeting expected to be held on or about 4 May 2022. 

Repositioning ACH as a private subsidiary by means of a triangular merger

The Company has today agreed a merger plan with Aker Clean Hydrogen that will reposition ACH as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between ACH, Aker Horizons’ subsidiary AH Seksten AS as the surviving entity, and Aker Horizons as the issuer of merger consideration shares (the “ACH Merger”, and together with the AOW Merger, the “Mergers”). Shareholders in ACH will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH at the effective date of the ACH Merger. Aker Horizons has an indirect shareholding in ACH of approximately 77.25% and no consideration shares will be issued for such shareholding. The exchange ratio is based on the 30 day volume weighted average share price for each of Aker Clean Hydrogen and Aker Horizons and implies a share price of NOK 5.49 per ACH share, representing a premium of 16.7% to the closing price of ACH on 29 March 2022.

It is contemplated that the consideration shares to be issued by Aker Horizons will be issued by the Board of Directors based on the authorization proposed to be granted to the board by the Company’s annual general meeting to be held on 22 April 2022. Fractions of shares will not be allotted, and for ACH shareholders consideration shares will be rounded down to the nearest whole number. Excess shares, which as a result of this round down will not be allotted, will be issued to and sold by DNB Markets, a part of DNB Bank ASA.

In preparation for the ACH Merger, Aker Horizons and ACH have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information related to their respective businesses. Completion of the ACH Merger is subject to customary closing conditions, including approval by the shareholders of ACH and the Board of Directors of Aker Horizons, but is not subject to any conditions with respect to financing, due diligence or material adverse change. Aker Horizons has undertaken to vote in favour of the ACH Merger at ACH’s annual general meeting expected to be held on or about 4 May 2022. 

Assuming that both Mergers are completed, the shareholders of AOW and ACH will receive up to a total of 80,612,586 consideration shares in Aker Horizons, constituting approximately 13.22% of Aker Horizons’ current total outstanding shares.

Preliminary timetable

30 March 2022                   Merger plans signed and approved by the respective company’s Board of Directors

4 May 2022                        General meetings in AOW and ACH to approve respective merger plan

May – June 2022               Creditor notice periods

June 2022                          Completion of Mergers

Advisors

DNB Markets, a part of DNB Bank ASA and Carnegie AS, are engaged as financial adviser to the Company and Advokatfirmaet BAHR AS is acting as legal counsel to the Company.

Contact information

Investor contact:

Christian Yggeseth, +47 915 10 000, [email protected]

Media contacts:

Ivar Simensen, +47 464 02 317, [email protected]

About Aker Horizons

Aker Horizons ASA is a planet-positive investment company dedicated to developing companies within renewable energy and other technologies that reduce emissions or promote sustainable living. The company is listed on the Oslo Stock Exchange and majority-owned by Aker ASA. Aker Horizons’ investment portfolio includes Aker Carbon Capture, Aker Clean Hydrogen, Aker Offshore Wind and Mainstream Renewable Power.  

IMPORTANT NOTICE

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This announcement was published by Ivar Simensen, Communication, Aker Horizons ASA, on 30 March 2022 at 07:30 (CEST).

This announcement is issued for information purposes only and does not constitute notice to a general meeting or a merger plan, nor does it form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction.  Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities mentioned herein, including the consideration shares expected to be issued as part of the AOW Merger and the ACH Merger, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act or in a transaction not subject to the US Securities Act.

Any decision with respect to the proposed Mergers should be made solely on the basis of information to be contained in the actual notices to the general meetings of AOW and ACH, respectively, and the merger plans (with pertaining documents) related to the Mergers. You should perform an independent analysis of such information when making any investment decision.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions.  By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither Aker Horizons nor Aker Offshore Wind AS or Aker Clean Hydrogen AS undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement or otherwise.

DNB Markets and Carnegie are acting exclusively for Aker Horizons in connection with the Mergers and for no one else and will not be responsible to anyone other than Aker Horizons for providing the protections afforded to its clients or for providing advice in relation to the Mergers.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Aker Horizons or otherwise.