Savosolar Oyj and Meriaura Oy to merge with a share exchange

Savosolar Plc
Company Announcement, Insider information                    29 August 2022 at 7.30 a.m. (CEST)

Savosolar Oyj and Meriaura Oy to merge with a share exchange

Savosolar Oyj has signed a conditional share exchange agreement on 29 August 2022 with VG-Shipping Oy to acquire marine logistics company Meriaura Oy and the business of VG EcoFuel Oy, producer and marketer of biofuels. Savosolar’s current shareholders will own 30% and VG-Shipping 70% of the new corporate entity.

Planned merger helps meet the demand for renewable energy

Together, Savosolar, Meriaura, and VG EcoFuel can meet the growing demand for solutions based on renewable energy and fill the supply gap. The merger will speed up business expansion in solar heat, low-carbon marine logistics, and other projects promoting the green transition.

Savosolar gets a long-term, committed anchor owner in VG-Shipping, with a strong track record in successful business development in marine logistics and the production and utilization of renewable energy. The new owner will bring stability and predictability to the business of merged entity. The strong financial position of the companies improves the possibilities to make investments and underpins long-term profitable growth and value creation.

Jussi Mälkiä will continue as the principal owner and Chairman of the Board of VG-Shipping. He has invested in low-carbon marine logistics for years and strives to find new solutions for the good of the environment.

“I have studied Savosolar’s operations because I am interested in renewable and sustainable energy solutions. The company has made major investments and excellent development work for years. Savosolar’s solar thermal solutions cut carbon emissions substantially, and in my opinion, they meet the existing and growing customer needs very well. I believe that Savosolar’s sales will grow and I want to be involved in promoting the green transition in thermal energy, too. Meriaura has grown steadily, we had a strong beginning of the year, and the end of year also looks good. The long-term goal is to take Savosolar Oyj to the main list of the Stock Exchange,” says Jussi Mälkiä, Chairman of the Board of VG-Shipping.

Marine logistics will provide Savosolar Group with cash flow which strengthens its balance sheet and enables new investments as well as faster growth in clean energy business.

“Going forward, merged Savosolar can provide and deliver more tailored renewable energy turnkey solutions and, if needed, engage in energy production. In the new Group, our products and services complement each other, and there are very few overlaps. Meriaura will give Savosolar Group broader shoulders to build on,” says Jari Varjotie, Savosolar’s CEO.

Meriaura is growing steadily and profitably, and it is a pioneer company in providing low-carbon marine transport. Meriaura’s long shipping contracts, modern fleet, and strong market position in renewable energy construction projects guarantee the company good profitability as well as a stable and strong cash flow.

“The transaction strengthens the companies’ growth opportunities. The goal is to produce significant value to shareholders. The merger provides our shareholders with an opportunity to better access the growing market of renewable energy. Meriaura has many years of proven expertise in its field and profitable growth,” says Eero Auranne, Chairman of the Board of Savosolar.

Meriaura’s revenue for the first half of 2022 was EUR 33.2 million, operating profit EUR 4.1 million, and the number of personnel 148. Revenue grew by 30% from previous year. VG EcoFuel’s revenue was EUR 0.6 million in January–June, with 30% growth. Its operating profit was EUR 0.0 million. Savosolar Oyj’s revenue for the first half of 2022 was EUR 2.1 million, operating profit EUR −2.4 million, and number of personnel 37. Savosolar’s revenue recovered from the drop caused by the COVID pandemic and grew by 31% from previous year. Interest towards solar heat is growing when availability of energy and self-sufficiency issues have risen alongside the climate targets.

Directed share offering to VG-Shipping Oy

The transaction will be implemented by organizing a directed share offering to VG-Shipping, which owns all the shares of Meriaura Oy. VG-Shipping is a holding company that owns Meriaura and has no other business.

The shareholders of Savosolar will have 30% and VG-Shipping 70% of Savosolar shares. VG-Shipping will be the majority owner of the new Savosolar after the merger. Savosolar Oyj aims to continue being listed on the First North Growth Market in both Stockholm and Helsinki.

In the transaction, the implied value of Meriaura’s shares has been defined as EUR 30.0 million and the subscription price as EUR 0.05404 for the shares directed to VG-Shipping. The subscription price is 51.4% higher than Savosolar’s closing price on the trading day prior to the announcement 26 August 2022 (EUR 0.0357 per share) and 40.4% higher than the volume-weighted average price on Nasdaq First North Growth Market Finland or the 3 months prior to the announcement (approximately EUR 0.0385 per share). Savosolar’s implied value at the subscription price is EUR 12.9 million after the TO9 option rights have been fully subscribed. According to an external independent expert, the market value of Meriaura Oy’s ships included in this transaction was EUR 43.5 million on 22 June 2022.

The share exchange agreement also determines that at the time of the transaction, Meriaura Oy and VG EcoFuel have together a maximum of EUR 21 million of interest-bearing debt and at least EUR 4.4 million of cash and cash equivalents. The planned transaction is contingent on the decisions of Savosolar Oyj’s Extraordinary General Meeting on the approval for the transaction, the directed offering, and other matters directly linked to the share exchange under the decision-making power of the general meeting. Implementation of the transaction requires a written consent to the change in the company’s ownership from Meriaura’s financiers (Nordea, Finnvera, Varma). This should be obtained before Savosolar’s Extraordinary General Meeting.

After the transaction defined in the share exchange agreement, Savosolar Oyj’s number of shares rises to approximately 792,997,410 shares. Savosolar Oyj currently has 199,179,456 shares, there are a total of 38,719,767 shares to be subscribed in September 2022 based on TO9 option rights, and there are approximately 555,098,187 shares directed to VG-Shipping in the transaction. As part of the share exchange agreement, VG-Shipping has given a EUR 1,000,000 guarantee for the subscription of shares possibly not subscribed based on TO9 option rights under the same conditions as the option rights have been subscribed. This will be carried out as a separate directed offering to VG-Shipping Oy.

Ownership of Savosolar Oyj shares will be divided after the transaction as follows:

VG-Shipping Oy 70.0%, owned by:

• • Jussi Mälkiä approximately 51%
  • Aura Mare Oy approximately 34%, owned entirely by Jussi Mälkiä
  • Riinu Walls approximately 10%
  • Other individual owners approximately 5%

Savosolar Oyj shareholders at the time of merger: 30.0%, of which approximately 4.9% shares to be subscribed on the basis of the TO9 option rights.

VG-Shipping Oy is committed not to transfer the Savosolar Oyj shares subscribed in the share exchange during a period of 12 months from the implementation of the share exchange.

Effect on Savosolar Oyj’s business and equity

Savosolar Oyj’s Board of Directors estimates that the planned transaction will create significant value to company’s current and future shareholders with the expansion of business opportunities. The directed share offering to be arranged to carry out the transaction will strengthen considerably the Group’s equity and cash flow. Moreover, the Board believes the transaction will improve this year’s results of the Group to be formed substantially.

The company will publish its updated strategy once the transaction has been completed. When Savosolar and Meriaura have merged, the company has two business areas:

• Renewable energy
• Marine logistics
   

Timetable for the transaction

Savosolar Oyj’s business will change in the planned transaction considerably, so the new company is required to go through a new listing process on the Nasdaq First North Growth Market, where Nasdaq needs to first approve the listing of the company. Provided Nasdaq approves the listing, a company description on the new company, according to the First North Rulebook, will be published before the Extraordinary General Meeting of Savosolar Oyj which will decide on the transaction. For the decisions to be made at the Extraordinary General Meeting, an external Fairness Opinion on the valuation of shares and rate of exchange will also be obtained.

According to the agreement, the transaction will be implemented by 30 November 2022. The new shares issued in the directed share offering to implement the transaction have been planned to be included in the trading on the First North Growth Market.

In the Extraordinary General meeting deciding on the transaction, a proposal is made for the Board of Directors for Savosolar Oyj. Savosolar Oyj’s current Board members Eero Auranne, Eljas Repo, and Ari Virtanen would continue, and new members would be Jussi Mälkiä, Kirsi Suopelto, and Ville Jussila. Kirsi Suopelto is proposed to be the Chairman of the Board and Eero Auranne the Vice Chair. Jari Varjotie will continue as Savosolar Oyj’s CEO and Bengt-Erik Rosin as Meriaura Oy’s Managing Director. The transaction is not expected to have any effect on the personnel of the companies or their contractual relations.

Information about Meriaura Oy

Meriaura Oy is a is a shipping company that specializes in marine transports and operates and owns ships. The company is entirely owned by VG-Shipping Oy. Its principal owner Jussi Mälkiä is rearranging his cluster of companies focusing on green transition in logistics and energy production. In addition to Meriaura, Jussi Mälkiä’s controlled corporations focusing on low-carbon solutions include, for instance, VG EcoFuel Oy and Biolinja Oy. 

Meriaura operates a fleet of 16 vessels of which the company owns five. The rest are time-chartered for the company’s use. In marine transports, the company focuses on freight that supports renewable energy forms and environmentally friendly solutions. Meriaura transports, for example, large components needed in offshore wind farms, such as wind turbine blades, or gypsum to coastal farming areas to curb nutrient-rich runoff entering the Baltic Sea.

In its own operations, Meriaura concentrates on energy savings and energy efficiency, recycling, and use of bio-based fuels to achieve carbon neutrality, among other things. These all combined with more traditional transport optimization measures benefit the company’s current and future clients in the form of cleaner and more economical transports.

The share exchange agreement agrees on the sale of Mirva VG vessel, owned by Meriaura Oy, to a cooperation partner and further on its time-charter as a part of Meriaura’s time-charter business.

Information about VG EcoFuel Oy

In its refinery in Uusikaupunki, VG EcoFuel produces recycled biofuels from oils generated as industrial by-products. Prior to the transaction, VG EcoFuel Oy’ business is to be transferred to Biolaite Oy, wholly owned subsidiary of Meriaura Oy. Biolaite Oy’s name is changed to VG EcoFuel Oy.

Information about Savosolar

Savosolar Oyj is a Finnish company listed in Nasdaq First North Growth Market in Stockholm and Helsinki. It designs and delivers large-scale solar thermal systems to district heating producers and industry. The systems are based on extremely efficient solar thermal collectors developed by Savosolar; at their core are the optically coated Direct Flow absorbers by Savosolar. This leading technology allows Savosolar to help its clients in producing pure and competitive energy. According to information available to the management of the company, Savosolar’s absorbers are the most efficient large-scale solar thermal absorbers in the world.

A press conference for analysts, investors and journalists will be organized as a webinar today, 29 August, at 10:00 a.m. (CEST)
You can participate by clicking the following link  https://bit.ly/3wENb4j

The leaders of both companies will be present at the press conference:

Jari Varjotie, CEO, Savosolar Oyj
[email protected], +358 400 419 734

Eero Auranne, Chairman, Savosolar Oy
[email protected], +358 44 425 2200

Jussi Mälkiä, Chairman, VG-Shipping Oy
[email protected], +358 400 785 489

Appendices:

1. Meriaura Oy’s and VG EcoFuel Oy’s audited income statement and balance sheet 2021, unaudited income statement and balance sheet H1/2021 and H2/2022
2. Meriaura Oy’s and VG EcoFuel Oy’s company presentation

Meriaura Oy’s and VG EcoFuel Oy’s audited income statement and balance sheet 2021 as well as unaudited comparative figures for the first six months of 2022 are presented below. Prior to the implementation of the transaction, structural arrangements will be made that will have an effect on the financial figures of the companies involved in the transaction. The figures below include the Mirva and Polaris vessels owned by Meriaura Oy, not part of the transaction, and real estate owned by EcoFuel Oy; their total balance sheet value is approximately EUR 12 million. Pro forma figures representing the companies’ business more accurately will be published in the company description to be issued before Savosolar Oyj’s Extraordinary General Meeting. 

Income statement, €'000	12 months, audited	6 months, unaudited
Meriaura Oy	2021	H1/2022
Revenue	52,863	33,214
Other operating income	5	27
Materials and services	-45,492	-19,230
Personnel costs	-1,885	-4,423
Depreciation and amortization	0	-2,489
Other operating expenses	-1,275	-3,038
Operating profit	4,217	4,060
Finance income and costs	-19	-524
Earnings before tax	4,198	3,536
Income tax	-17	-7
Profit/loss for the financial year	4,180	3,529
	Audited	Unaudited
Balance sheet, €'000	31.12.2021	30.6.2022
Meriaura Oy	2021	H1/2022
Intangible assets	1,064	1,284
Machinery and equipment	57,050	57,080
Fixed assets total	58,114	58,364
Current assets	754	1,784
Long-term receivables	1380	1450
Short-term receivables	31,941	4,718
Cash and cash equivalents	4,089	2,374
Current assets total	38,164	10,326
Assets total	96,278	68,689
Share capital	8	8
Reserve for invested non-restricted equity	30,000	30,000
Retained earnings	2,100	8,989
Profit for the period	4,180	820
Equity total	36,289	39,818
Non-current liabilities
Loans from financial institutions	20,737	19,055
Non-current liabilities total	20,737	19,055
Current liabilities
Loans from financial institutions	3,799	2,783
Advances received	0	3
Debts to companies in the Group	31,514	0
Accounts payable	1,523	3,395
Other debts	332	560
Accrued liabilities	2,084	3,076
Current liabilities total	39,252	9,817
Liabilities total	59,989	28,872
Liabilities and shareholders’ equity total	96,278	68,689

               

Income statement, €'000	12 months, audited	6 months, unaudited
VG EcoFuel Oy	2021	H1/2022
Revenue	1,275	638
Other operating income	12	0
Increase (+) and decrease (-) in stocks	0	-5
Materials and services	-847	-321
Personnel costs	0	0
Depreciation and amortization	-144	-80
Other operating expenses	-332	-210
Operating profit	-37	22
Finance income and costs	-16	-7
Earnings before tax and appropriations	-53	15
Appropriations	53	0
Income tax	0	0
Profit/loss for the financial year	0	15
	Audited	Unaudited
Balance sheet, €'000	31.12.2021	30.6.2022
VG EcoFuel Oy	2021	H1/2022
Intangible assets	245	225
Machinery and equipment	1,332	1,282
Fixed assets total	1,577	1,507
Current assets	103	99
Short-term receivables	154	163
Cash and cash equivalents	0	0
Current assets total	257	262
Assets total	1,835	1,769
Share capital	3	3
Reserve for invested non-restricted equity	115	115
Retained earnings	-313	-275
Profit for the period	0	-23
Equity total	-195	-180
Appropriations
Depreciation difference	152	152
Appropriations total	152	152
Non-current liabilities
Loans from financial institutions	267	217
Capital loans	277	277
Other debts	1,044	1,044
Non-current liabilities total	1,588	1,537
Current liabilities
Loans from financial institutions	97	97
Debts to companies in the Group	89	59
Accounts payable	98	93
Other debts	0	8
Accrued liabilities	7	3
Current liabilities total	291	260
Liabilities total	1,878	1,797
Liabilities and shareholders’ equity total	1,835	1,769

SAVOSOLAR PLC

For more information:

Savosolar Plc
Managing Director Jari Varjotie
Phone: +358 400 419 734
E-mail: [email protected]

Savosolar Plc discloses the information provided herein pursuant to the Market Abuse Regulation ((EU) No 596/2014, ”MAR”). The information was submitted for publication by the aforementioned person on 29 August 2022 at 8.30 a.m. (CEST).

About Savosolar

Savosolar with its highly efficient collectors and large-scale solar thermal systems has taken solar thermal technology to the next level. The company’s collectors are equipped with the patented nano-coated direct flow absorbers, and with this leading technology, Savosolar helps its customers to produce competitive clean energy. Savosolar’s vision is to be the first-choice supplier to high performance solar installations on a global scale. Focus is on large-scale applications like district heating, industrial process heating and real estate systems – market segments with a big potential for rapid growth. The company primarily delivers complete systems from design to installation, using the best local partners. Savosolar is known as the most innovative company in the business and aims to stay as such. The company has sold and delivered its products to almost 20 countries on four continents. Savosolar’s shares are listed on Nasdaq First North Growth Market Sweden with the ticker SAVOS and on Nasdaq First North Growth Market Finland with the ticker SAVOH. www.savosolar.com.

The company’s Certified Adviser is Augment Partners AB, [email protected], phone: +46 8-604 22 55.

Attachment

• Meriaura Oy's and VG EcoFuel Oy's company presentation