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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
September 18, 2020 - Reference is made to the previous stock exchange
announcements made by Aker Solutions ASA (“Aker Solutions”) regarding the
contemplated merger with Kværner ASA (“Kvaerner”) as further set out in the
merger plan dated July 17, 2020 (the “Merger”) and the notice of an
extraordinary general meeting in Aker Solutions to be held on September 25, 2020
regarding approval of the Merger plan (the “EGM”).
The Merger contemplates that Aker Solutions will absorb all the assets, rights
and obligations of Kvaerner and that Kvaerner is dissolved. As merger
consideration, Aker Solutions will issue consideration shares (“Consideration
Shares”) to eligible Kvaerner’s shareholders based on exchange ratio determined
by the volume weighted average price (“VWAP”) for the shares in Aker Solutions
and Kvaerner on the Oslo Stock Exchange during a period of 30 days (incl. both
trading days and non-trading days) that commenced August 19, 2020 and ended
September 17, 2020. During the period, the VWAP of Kvaerner was 7.9546 and the
VWAP of Aker Solutions was 9.7206. As a result, eligible shareholders in
Kvaerner will receive 0.8183 Consideration Shares for each share in Kvaerner
they own as at the expiry of the date of effective date of the Merger (the
“Effective Date”), which is expected to occur on or about November 10, 2020, as
such shareholders appear in the shareholders register with VPS as at the expiry
of the second trading day thereafter (the “Record Date”), expected to be on or
about November 12, 2020. Fractions of shares will not be allotted, and for each
eligible Kvaerner shareholder the Consideration Shares will be rounded down to
the nearest whole number. Excess Consideration Shares, which as a result of this
round down will not be allotted, will be issued to and sold by Skandinaviska
Enskilda Banken AB (publ) (Oslo Branch).
Upon the completion of the Merger, Aker Solutions is consequently expected to
issue up to 220,122,700 Consideration Shares at the Effective Date. Any treasury
shares held by Kvaerner as at the Effective Date will not be eligible for
exchange with Consideration Shares. Updated proposed resolutions from Aker
Solutions’ Board of Directors to the EGM, adjusted to reflect the final exchange
ratio, and the updated expert report from KPMG are available on
https://akersolutions.com/egm-2020-merger
The Consideration Shares will not be registered under the US Securities Act of
1933, as amended (the “Securities Act”) and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements under the Securities Act. Consideration Shares will
therefore only be delivered to Kvaerner shareholders that are either (i) not a
US Person as defined in Regulation S of the Securities Act, or (ii) an
“accredited investor” as defined in Regulation D of the Securities Act
(“Eligible Shareholders”). Shareholders in Kvaerner that are not Eligible
Shareholders will receive cash-in-lieu of the Consideration Shares following a
sale of such Consideration Shares as they would otherwise be entitled to
receive. Such Consideration Shares as the non-Eligible Shareholders would
otherwise be entitled to, will be sold by Skandinaviska Enskilda Banken AB
(publ) for the account of and for the risk of the relevant beneficiary with a
proportional distribution of net sales proceeds among the non-Eligible
Shareholders.
The Consideration Shares issued to Eligible Shareholders will constitute
“restricted securities” under the U.S. Securities Act. As a condition to
receiving Consideration Shares, each Eligible Shareholder who is an accredited
investor will agree not to offer or sell any of the Consideration Shares
received for a period of one year from issuance except pursuant to an applicable
exemption from the registration requirements of the U.S. Securities Act.
ENDS
Media Contact:
Ivar Simensen, mob: +47 464 02 317, email: ivar.simensen@akersolutions.com
Investor Contact:
Fredrik Berge, mob: +47 450 32 090, email: fredrik.berge@akersolutions.com
Aker Solutions helps the world meet its energy needs. We engineer the products,
systems and services required to unlock energy. Our goal is to maximize recovery
and efficiency of oil and gas assets, while using our expertise to develop the
sustainable solutions of the future. Aker Solutions employs approximately 13,000
people in more than 20 countries.
Visit akersolutions.com and connect with us on
Facebook (https://www.facebook.com/AkerSolutions/),
Instagram (https://instagram.com/akersolutions/),
LinkedIn (https://www.linkedin.com/company/aker-solutions),
Twitter (https://twitter.com/akersolutions) and
YouTube (https://www.youtube.com/akersolutions).
This press release may include forward-looking information or statements and is
subject to our disclaimer, see https://akersolutions.com
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of Aker Solutions or
Kvaerner. The distribution of this announcement and other information may be
restricted by law in certain jurisdictions. Copies of this announcement are not
being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
Neither Aker Solutions nor Kvaerner intend to register any part of their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale, offer or delivery in United States of the
securities mentioned in this announcement will be made solely to U.S.
shareholders of Kvaerner who are (i) non-U.S. persons as defined in Regulation S
of the Securities Act, or (2) “accredited investors” as defined under Regulation
D of the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
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. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although Aker Solutions and Kvaerner believe that these assumptions
were reasonable when made, these assumptions are inherently subject to
significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which Aker Solutions and Kvaerner operate, Aker
Solutions and Kvaerner’s ability to attract, retain and motivate qualified
personnel, changes in Aker Solutions’ and Kvaerner’s ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. Neither Aker Solutions nor
Kvaerner guarantees that the assumptions underlying the forward-looking
statements in this announcement are free from errors nor does it accept any
responsibility for the future accuracy of the opinions expressed in this
announcement or any obligation to update or revise the statements in this
announcement to reflect subsequent events. You should not place undue reliance
on the forward-looking statements in this document.
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 Solutions nor Kvaerner 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.
Skandinaviska Enskilda Banken AB (publ) is acting exclusively for Aker Solutions
in connection with the merger and for no one else and will not be responsible to
anyone other than Aker Solutions for providing the protections afforded to its
clients or for providing advice in relation to the merger.
Arctic Securities AS is acting exclusively for Kvaerner in connection with the
merger and for no one else and will not be responsible to anyone other than
Kvaerner 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 Solutions or Kvaerner.
Neither Skandinaviska Enskilda Banken AB (publ), Arctic Securities AS nor any of
their respective affiliates accepts any liability arising from the use of this
announcement.
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Kilde
