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SECURITIES DESCRIBED HEREIN.
Reference is made to the previous stock exchange announcements by Aker Offshore
Wind AS (“Aker Offshore Wind” or “AOW”) regarding the contemplated merger with
Aker Horizons ASA (“Aker Horizons”). The merger will be carried out as a
triangular merger whereby AOW will merge with Aker Horizons’ wholly-owned
subsidiary AH Tretten AS as the surviving entity and Aker Horizons will issue
consideration shares.
The creditor notice period for the merger has now expired, in accordance with
section 13-17 of the Norwegian Public Limited Liability Companies Act, without
any creditors objecting. All conditions for completion of the merger are
therefore fulfilled. The boards of Aker Offshore Wind and AH Tretten AS have
therefore resolved to complete the merger by final registration in the Norwegian
Register of Business Enterprises after close of trading on the Oslo Stock
Exchange today, Friday 17 June 2022 (the “Effective Date”) which will be the
last day of trading in the AOW shares on Euronext Growth (Oslo).
Eligible shareholders in AOW (other than Aker Horizons) will receive 0.1304
merger consideration shares in Aker Horizons for each share owned in AOW as of
the expiry of the Effective Date, as such shareholders appear in the respective
shareholder register with Euronext Securities Oslo (the “VPS”) as at the expiry
of Tuesday 21 June 2022 (the “Record Date”).
The consideration shares will be delivered to the eligible shareholders through
VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the
number of consideration shares delivered to each eligible AOW shareholder 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. The sales proceeds will be given to Aker Horizons, which
will give the sales proceeds further to charity.
The merger is executed and implemented in parallel with a contemplated
triangular merger between Aker Horizons and Aker Clean Hydrogen AS (“ACH”).
Upon completion of both mergers, the shareholders of ACH and AOW will receive a
total of up to 80,612,586 consideration shares in Aker Horizons.
Advisors
Pareto Securities AS is engaged as financial adviser to AOW and Advokatfirmaet
Thommessen AS is acting as legal counsel to AOW.
For further information, please 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
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.
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