NOT TO DISSEMINATE, PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE ILLEGAL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, March 30, 2022 /PRNewswire/ — Aker Offshore Wind AS (the “Company”, “Aker Offshore Wind” or “AOW”) today announces a plan to merge with Aker Horizons ASA (“Aker Horizons”).
- Aker Offshore Wind and Aker Horizons are joining in an all-stock merger that will reposition AOW as a private subsidiary of Aker Horizons
- · Shareholders of Aker Offshore Wind (other than Aker Horizons) will receive 0.1304 shares of Aker Horizons Merger Consideration for each share held in AOW. The exchange ratio is based on the 30-day volume-weighted average price for Aker Offshore Wind and Aker Horizons and implies a share price of NOK3.01 per AOW share, a 6.9% premium to AOW’s closing price on March 29, 2022. Benefits for all shareholders, including increased free float and liquidity, and benefit sharing for future value creation
- · Aker Horizons intends to combine Aker Offshore Wind with its holding company Mainstream Renewable Power (“Mainstream”). The strong industrial logic to combine AOW and Mainstream includes complementary footprint and capabilities, increased scale and better access to funding for AOW projects
Create a global player in offshore wind
Aker Offshore Wind and Aker Horizons today announce a proposed merger to create a financially and industrially stronger offshore wind developer. The proposed merger allows for a subsequent combination of Aker Offshore Wind and Mainstream, subject to customary conditions, including an agreement with Mainstream’s minority shareholders.
The combination of AOW and Mainstream can play a vital role in accelerating the development of renewable energy across a variety of technologies, including hydrogen as an emerging application for offshore wind, as this industry is accelerating. Combining AOW’s strong technical and engineering capabilities and pioneering position in floating offshore wind with Mainstream’s proven project development methodology, execution track record and global presence unlocks new opportunities in the whole world.
Joining forces in key growth regions such as Asia Pacific is expected to generate significant synergies and improve the competitiveness of both companies in an increasingly scale-driven industry. AOW and Mainstream already hold a joint 50% stake in Progression Energy’s 800 MW floating offshore wind project in Japan. In South KoreaAOW is part of a consortium developing a 1.2 GW floating wind project 80 km off the city of Ulsan, while Mainstream has obtained an investment decision from regional authorities for the first phase of the offshore wind project 1.4 GW from Phu Cuong Soc Trang to Vietnam. The two companies are also maturing offshore wind opportunities in the United States and North Europe.
The merger provides a solid foundation to realize AOW’s portfolio of projects and accelerate growth. Being part of a stronger platform should allow better access to funding from more diversified sources and at a lower cost of capital.
“Accelerating the energy transition must be our priority to respond to the dual challenge of the climate crisis and energy security, with offshore wind and clean hydrogen emerging as two essential pillars of this transition,” said Philip Kavafyan, Managing Director of Aker Offshore Wind. “We are confident that this transaction will allow us to use all the technological and engineering capabilities of our group to combine the deployment of commercial scale floating wind and hydrogen worldwide.”
Repositioning of AOW as a private subsidiary of Aker Horizons through a triangular merger
The Company today agreed to a merger plan with Aker Horizons that will reposition AOW as a privately owned subsidiary of Aker Horizons. The transaction will be completed in the form of 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 ” Merger”). AOW shareholders will receive 0.1304 share of Aker Horizons Merger Consideration for each share held in AOW on the effective date of the Merger. Aker Horizons holds an indirect interest in AOW of approximately 51.02% and no Consideration Shares will be issued for such interest. The exchange ratio is based on the 30-day volume-weighted average price for Aker Offshore Wind and Aker Horizons and implies a share price of NOK3.01 per AOW share, a 6.9% premium to AOW’s closing price on March 29, 2022.
No fractional shares will be awarded and, for AOW shareholders, shares will be rounded down to the nearest whole number. The excess shares, which as a result of this rounding down will not be allocated, will be issued and sold by DNB Markets, part of DNB Bank ASA.
In preparation for the Merger, Aker Offshore Wind and Aker Horizons have performed customary due diligence on certain business, financial, commercial and legal information related to their respective businesses. Completion of the Merger is subject to customary closing conditions, including approval by AOW shareholders and the Aker Horizons board of directors of the resolution to issue the consideration shares pursuant to a board authorization. of Directors, but is not subject to any conditions with respect to funding, due diligence or material adverse change. Aker Horizons has committed to vote in favor of the Merger at AOW’s annual general meeting scheduled to be held on or about May 4, 2022.
The merger is being executed and implemented concurrently with a similar triangular merger contemplated between Aker Horizons and Aker Clean Hydrogen AS (“ACH”). Assuming both mergers are completed, AOW and ACH shareholders will receive a total of up to 80,612,586 Aker Horizons consideration shares, constituting approximately 13.22% of the current total shares outstanding. from Aker Horizons.
Preliminary schedule:
March 30, 2022 The Board of Directors approves the merger plan
March 30, 2022 Updated Notice of AOW Annual General Meeting
May 4, 2022 Annual General Meeting at AOW to approve merger plan
May – June 2022 Creditor notice period
June 2022 Finalization of the merger
Advisors
Pareto Securities AS is engaged as financial advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
IMPORTANT NOTICE
This information is considered inside information under the EU Market Abuse Regulation and is subject to disclosure requirements under section 5-12 of the Norwegian Securities Act. This ad was posted by Maria Lanza KnudsenCommunications, Aker Offshore Wind, on March 30, 2022 at 07:30 (CEST).
This announcement is for informational purposes only and does not constitute notice to any general meeting or plan of merger, nor does it form part of an offer to sell or a solicitation of an offer to buy securities in any jurisdiction whatsoever. Neither this announcement nor the information contained herein is intended for publication, distribution or dissemination, in whole or in part, directly or indirectly, in or to or from United States (including its territories and possessions, all US state and the District of Colombia), Australia, Canada, Japan, hong kong, South Africa or any other jurisdiction where it would be a violation of the relevant laws of that jurisdiction. The publication, distribution or publication of this announcement may be restricted by law in certain jurisdictions and persons in possession of any document or other information mentioned 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 such jurisdiction.
The securities referred to herein, including the consideration shares expected to be issued in connection with the Merger, have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). Securities may not be offered or sold in United States except pursuant to an exemption from the registration requirements of the US Securities Act or in connection with a transaction not subject to the US Securities Act.
Any decision regarding the proposed Merger should be made solely on the basis of the information to be contained in the notices convening the general meeting of AOW and in the merger plan (together with the related documents) relating to the Merger. You should carry out an independent analysis of the information contained therein before 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 can be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intend”, ” estimate”, “will”, “may”, “continue”, “should” and similar expressions. By their nature, forward-looking statements involve risks and uncertainties because they reflect the Company’s current expectations and assumptions about future events and circumstances which may not prove to be accurate. A number of important factors could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. No assurance can be given that these expectations will prove to be correct. The information, opinions and forward-looking statements contained in this announcement speak only as of its date and are subject to change without notice. Neither Aker Offshore Wind nor Aker Horizons undertakes to review, update, confirm or publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in connection with the contents of this announcement or otherwise.
Pareto Securities AS is acting exclusively for Aker Offshore Wind in connection with the Merger and for no one else and will not be liable to anyone other than Aker Offshore Wind for providing the protections given to its clients or for providing advice in relation with the Merger.
This announcement is for informational purposes only and should not be relied upon as a substitute for the exercise of independent judgment. It is not intended as investment advice and should not be used or considered as an offer to sell, or a solicitation of an offer to buy securities or a recommendation to buy or sell securities. of Aker Offshore Wind or otherwise.
CONTACT:
Investor contacts:
Tom Selwood+44 (0)7743 502455, [email protected]
Media contact:
Maria Lanza Knudsen+47 484 42 426, [email protected]
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SOURCE Aker Offshore Wind AS