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.
OSLO,
Norway, March 30, 2022 /PRNewswire/ -- Aker
Offshore Wind AS (the "Company", "Aker Offshore Wind" or "AOW")
today announces a merger plan with Aker Horizons ASA ("Aker
Horizons").
- · Aker Offshore Wind and Aker Horizons to combine in an
all-stock merger that will reposition AOW as a privately held
subsidiary of Aker Horizons
- · 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 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. Benefits for all shareholders including increased free
float and liquidity, and shared upside towards future value
creation
- · Aker Horizons intends to combine Aker Offshore Wind with its
portfolio company Mainstream Renewable Power ("Mainstream"). The
strong industrial logic for combining AOW and Mainstream includes
complementary footprint and capabilities, increased scale, and
improved access to financing for AOW projects
Creating a global offshore wind player
Aker Offshore Wind and Aker Horizons today announce a merger
plan to create a financially and industrially stronger offshore
wind developer. The proposed merger enables a subsequent
combination of Aker Offshore Wind and Mainstream, subject to
customary conditions, including agreement with Mainstream's
minority shareholders.
The combination of AOW and Mainstream can play a critical role
in fast tracking renewable energy development across a variety of
technologies, including hydrogen as an emerging application for
offshore wind, as this industry accelerates. 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.
Joining forces in key growth regions such as Asia-Pacific is expected to yield significant
synergies and improve competitiveness for both companies in an
increasingly scale-driven industry. AOW and Mainstream already hold
a joint 50 percent ownership stake in Progression Energy's 800 MW
floating offshore wind project in Japan. In South
Korea, AOW is part of a consortium developing a 1.2 GW
floating wind power project 80 km offshore of the city of Ulsan,
while Mainstream has secured an investment decision from regional
authorities for the first phase of the 1.4 GW Phu Cuong Soc Trang
offshore wind project in Vietnam.
Both companies are also maturing opportunities in offshore wind in
the US and Northern Europe.
The merger provides a strong basis for realizing AOW's project
portfolio and accelerating growth. Becoming part of a stronger
platform is expected to yield enhanced access to financing from
more diverse sources and at a lower cost of capital.
"Accelerating the energy transition must be our priority to meet
the dual challenges of the climate crisis and energy security, with
offshore wind and clean hydrogen emerging as two essential pillars
for this transition," said Philippe
Kavafyan, Chief Executive Officer of Aker Offshore Wind. "We
are confident that this transaction will enable us to utilize the
full technology and engineering capabilities of our group to
combine the deployment of commercial scale floating wind and
hydrogen around the world."
Repositioning AOW as a private subsidiary of Aker Horizons by
means of a triangular merger
The Company has today agreed a merger plan with Aker Horizons
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 "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 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.
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 Merger, Aker Offshore Wind and Aker
Horizons have conducted customary due diligence reviews of 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 the
shareholders of AOW and the Board of Directors of Aker Horizons
resolving to issue the consideration shares pursuant to a board
authorization, 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 Merger at AOW's annual
general meeting expected to be held on or about 4 May
2022.
The Merger is executed and implemented in parallel with a
contemplated similar triangular merger between Aker Horizons and
Aker Clean Hydrogen AS ("ACH"). Assuming that both mergers
are completed, the shareholders of AOW and ACH will receive a total
of up to 80,612,586 consideration shares in Aker Horizons,
constituting approximately 13.22% of Aker Horizons' current total
outstanding shares.
Preliminary timetable:
30 March
2022
Board of Directors approve merger plan
30 March
2022
Updated notice of annual general meeting AOW
4 May
2022
Annual general meeting in AOW to approve merger plan
May – June 2022
Creditor notice period
June 2022
Completion of merger
Advisors
Pareto Securities AS is engaged as financial adviser to the
Company and Advokatfirmaet Thommessen AS is acting as legal counsel
to the Company.
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 Maria Lanza Knudsen, Communications, Aker
Offshore Wind, 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 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 Merger should be made
solely on the basis of information to be contained in the actual
notices to the general meeting of AOW and the merger plan (with
pertaining documents) related to the Merger. You should perform an
independent analysis of the information contained therein 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 Offshore Wind nor Aker Horizons 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.
Pareto Securities AS is acting exclusively for Aker Offshore
Wind in connection with the Merger and for no one else and will not
be responsible to anyone other than Aker Offshore Wind for
providing the protections afforded to its clients or for providing
advice in relation to the Merger.
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 Offshore Wind
or otherwise.
CONTACT:
Investor contact:
Tom Selwood, +44 (0)7743 502455,
tom.selwood@akeroffshorewind.com
Media contact:
Maria Lanza Knudsen, +47 484
42 426, maria.knudsen@akeroffshorewind.com
This information was brought to you by Cision
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SOURCE Aker Offshore Wind AS