Vis børsmeldingen
of Aker ASA (“Aker”). Simultaneously, Aker’s subsidiary Aker Capital AS (“Aker
Capital”) announces its launch of an optional cash offer to acquire all
outstanding shares in Aker BioMarine for NOK 105 per share. Aker, through Aker
Capital, currently owns 77.67% of Aker BioMarine.
On 12 February 2026, Aker BioMarine announced that they, due to external
interest in the Human Health Ingredient business unit, had appointed financial
advisers to explore strategic alternatives for its Human Health Ingredients
business and work towards a transaction in 2026. This has not resulted in any
transaction proposals that adequately reflects the market opportunity ahead.
Accordingly, Aker and Aker BioMarine have engaged in discussions related to
the future ownership structure of Aker BioMarine.
Aker considers that the best available alternative for Aker BioMarine is to
continue to develop and mature the business further, and that it will benefit
Aker BioMarine to pursue such strategy in a private setting. The parties have
therefore agreed on the terms and conditions for a statutory merger with Aker
BioMarine as the transferring company and MergerCo as the acquiring company
with merger consideration constituting a combination of shares in Aker and
cash (the “Merger”). The Merger is based on a value of NOK 105 per share in
Aker BioMarine and otherwise on terms and conditions set out in a merger plan
approved by the board of directors of Aker BioMarine and MergerCo (the “Merger
Plan”).
To facilitate liquidity and a cash realisation option for Aker BioMarine’s
shareholders, Aker Capital is simultaneously launching a cash offer (the “Cash
Offer”) to acquire all outstanding shares in Aker BioMarine for NOK 105 per
share, equal to the value per Aker BioMarine share applied in the Merger.
When Aker BioMarine announced their strategic review, 14 February 2024, the
share price was NOK 43 per share. The current offer values the company at NOK
105 per share in addition to the NOK 45 per share dividend paid in September
2024 representing substantial value creation for shareholders.
“Aker BioMarine has, over time, evaluated strategic alternatives with a view
to crystallizing value for shareholders. The proposed offer provides
shareholders with an attractive and certain cash alternative, while preserving
flexibility for Aker BioMarine to continue its development and pursue
long-term value creation,” says Øyvind Eriksen, President and CEO of Aker ASA.
Global demand for omega-3 products continue to grow while supply of marine
omega-3 has been under structural pressure for some time. Aker BioMarine is
well positioned to benefit from these market conditions.
Eriksen continues: “Aker has previously shown that we are willing to own and
develop companies through longer industrial phases when we believe the market
does not fully reflect their value potential. We believe private ownership is
the right framework for Aker BioMarine’s next phase, where industrial
development, product development and commercialization are more important than
short-term public-market considerations.”
Key terms of the Merger
Pursuant to the Merger, Aker BioMarine will merge with MergerCo, a
wholly-owned subsidiary of Aker Capital and indirect subsidiary of Aker.
Shareholders in Aker BioMarine (other than Aker Capital) will upon completion
of the Merger receive merger consideration in the form of 0.0706 shares in
Aker for every share owned in Aker BioMarine, plus a cash amount of NOK 21 per
share. The exchange ratio is based on a value of NOK 105 per Aker BioMarine
share and NOK 1,189 per Aker share.
Fractions of Aker consideration shares will not be allotted in the Merger. For
each Aker BioMarine shareholder the number of Aker shares will be rounded down
to each whole number, or to zero shares. Excess shares, which because of this
round down will not be allotted to eligible shareholders, will be issued to
and sold by an appointed investment bank or other third party according to
instructions from Aker at the expense and risk of the beneficiaries, with a
proportionate distribution of net sales proceeds among the shareholders who
have the number of consideration shares rounded off.
Aker will settle the consideration shares in the Merger with treasury shares
held, acquired and/or issued pursuant to authorizations granted to the board
of directors of Aker. In connection with the Merger, TRG Holding AS, Aker’s
largest shareholder, will lend Aker up to 1,383,892 shares in Aker to
facilitate settlement of the consideration shares in the Merger. The number of
shares borrowed will be adjusted to reflect the actual number of consideration
shares to be delivered as consideration shares in the Merger and reduced with
the number of treasury shares held by Aker at the time the Merger is completed
that can be used as settlement in the Merger. Any shares borrowed shall be
redelivered no later than 31 December 2026.
Completion of the Merger is subject to approval by an extraordinary general
meeting in Aker BioMarine (the “Aker BioMarine EGM”), expected to be convened
tomorrow, 17 July 2026, and held on 17 August 2026. As described in the Merger
Plan, completion is further conditional upon customary closing conditions.
The Merger Plan will be submitted to and registered by the Norwegian Register
of Business Enterprises in accordance with Section 13-13 of the Norwegian
Companies Act. Notice for the Aker BioMarine EGM will be sent to shareholders
shortly and announced separately. For further information on the Merger,
please see the Merger Plan. The Merger Plan will be available on
www.akerasa.com and www.akerbiomarine.com tomorrow, 17 July 2026.
Closing of the Merger is expected to take place during H2 2026.
Key terms of the Cash Offer
Aker Capital is offering all shareholders in Aker BioMarine who may lawfully
accept the Cash Offer to sell their shares for NOK 105 per share (the “Offer
Price”).
The acceptance period for the Cash Offer (the “Offer Period”) commences today,
16 July 2026, and expires on 30 July 2026 at 16:30 CEST. Aker Capital reserves
the right, at its sole discretion, to extend the Offer Period.
An interest of 3M Nibor + 43bps shall accrue on the Offer Price from the
expiry of the initial Offer Period (i.e. from 31 July 2026) and until
settlement of the Cash Offer, which shall be settled together with settlement
of the Offer Price (on the condition that the Cash Offer is completed). If the
Offer Period is extended, a later starting date for calculating interest may
apply for shareholders accepting the Cash Offer during the extended Offer
Period.
Completion of the Cash Offer is conditional upon the Aker BioMarine EGM
(expected to be held on 17 August 2026) approving the Merger Plan. Settlement
of the Cash Offer will take place no later than three trading days after such
approval by the Aker BioMarine EGM.
The terms and conditions of the Cash Offer are included in a separate stock
exchange notice and the acceptance form attached thereto published by Aker
today, 16 July 2026.
Aker Capital currently owns 77.67% of the outstanding Shares in Aker
BioMarine, and has, since the time of listing of Aker BioMarine, held its
majority shareholding in Aker BioMarine. The Cash Offer is therefore not
subject to the requirements of a voluntary offer under chapter 6 of the
Norwegian Securities Trading Act. Consequently, the Cash Offer will not be
subject to the review of the Financial Supervisory Authority of Norway or any
other regulatory authority.
-ENDS-
Media contact:
Atle Kigen, Head of Media Relations and Public Affairs
+47 90 78 48 78
atle.kigen@akerasa.com
Investor contact:
Fredrik Berge, Head of Investor Relations
+47 45 03 20 90
fredrik.berge@akerasa.com
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-07-16 07:01 CEST.
Kilde
