Mergers with Aker Offshore Wind and Aker Clean Hydrogen to be Completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the previous stock exchange announcements by Aker Horizons ASA (the “Company” or “Aker Horizons”) regarding the contemplated mergers with Aker Offshore Wind AS (“Aker Offshore Wind” or “AOW”) and Aker Clean Hydrogen AS (“Aker Clean Hydrogen” or “ACH”). The mergers will be carried out as triangular mergers whereby AOW will merge with Aker Horizons’ wholly-owned subsidiary AH Tretten AS as the surviving entity, and ACH will merge with Aker Horizons’ wholly-owned subsidiary AH Seksten AS. Aker Horizons will issue consideration shares in both mergers.
The creditor notice period for the mergers has now expired, in accordance with section 13-17 of the Norwegian Public Limited Liability Companies Act, without any creditors objecting. All conditions for completion of the mergers are therefore fulfilled. The boards of each of the merging companies have therefore resolved to complete the mergers by final registration in the Norwegian Register of Business Enterprises after close of trading on the Oslo Stock Exchange today, Friday 17 June 2022 (the "Effective Date") which will be the last day of trading in the AOW and ACH shares on Euronext Growth (Oslo). Aker Horizons’ board of directors has also resolved to issue up to 80,612,586 consideration shares to the relevant eligible shareholders in each of AOW and ACH. The resolution to increase the Company’s share capital is based on the authorization granted to the board by the ordinary general meeting held in the Company on Friday 22 April 2022.
Eligible shareholders in AOW (other than Aker Horizons) will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW as of the expiry of the Effective Date, and eligible shareholders in ACH (other than Aker Horizons) will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH as of the expiry of the Effective Date, as such shareholders appear in the respective shareholder register with Euronext Securities Oslo (the “VPS”) as at the expiry of Tuesday 21 June 2022 (the “Record Date”).
The consideration shares will be delivered to the eligible shareholders through VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the number of consideration shares delivered to each eligible AOW or ACH shareholder 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. The sales proceeds will be given to Aker Horizons, which will give the sales proceeds further to charity.
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 contact:
Ivar Simensen, +47 464 02 317, [email protected]
About Aker Horizons
Aker Horizons develops green industrial projects and technologies that accelerate the net zero transition. The Company holds assets across renewable energy and carbon capture and develops green industrial hubs that combine low-cost renewable energy with hydrogen production and downstream applications. As part of the Aker group and its 180-year industrial heritage, Aker Horizons applies industrial, technological and capital markets expertise to solve fundamental challenges to sustainable existence. Aker Horizons is listed on the Oslo Stock Exchange and headquartered in Fornebu, Norway. Through its portfolio companies, Aker Horizons employs over 1,200 people across 18 countries and five continents. www.akerhorizons.com.
IMPORTANT NOTICE
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This announcement is issued for information purposes only and does not 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 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.
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.
