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SECURITIES DESCRIBED HEREIN.
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.
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
About Aker Offshore Wind
Aker Offshore Wind is an offshore wind developer focused on assets in deep
waters and specialized on floating energy systems. With global operations, the
current portfolio consists of development projects and prospects located in
Asia, North America and Europe. Aker Offshore Wind effectively deploys cost
effective technologies from decades of offshore energy development. The company
is majority-owned by Aker Horizons, an investment company dedicated to creating
value and reducing emissions from renewable energy and decarbonization
technologies. Aker Offshore Wind [AOW-ME] is listed on Euronext Growth in Oslo,
Norway.
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