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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
July 17, 2020 - Aker Solutions is launching a series of structural and strategic
changes to transform the company and enhance shareholder value by spinning off
the wind and carbon capture businesses to shareholders and merging Aker
Solutions ASA (“Aker Solutions”) with Kværner ASA (“Kvaerner”) to create an
optimized supplier company. Kjetel Digre has been appointed Chief Executive
Officer of Aker Solutions, effective August 1, 2020, and will lead the combined
company.
Aker Solutions intends to spin off its wind development business as well as the
carbon capture technology business to Aker Solutions’ shareholders in two
separate companies expected to be admitted to trading on Merkur Market on the
Oslo Stock Exchange.
“Aker Solutions has developed technology and taken strong positions in markets
for offshore wind and carbon capture, utilization and storage,” says Øyvind
Eriksen, Chairman of Aker Solutions. “However, it has become increasingly clear
that these businesses represent value creation opportunities in a world
transitioning to green solutions at accelerated speed and have more potential as
stand-alone companies than as an integrated part of an oil service business.”
“Renewables and green technologies have entirely different value chains,
customers, investor bases and sources of funding. Capitalizing and separating
the offshore wind and CCUS business areas from Aker Solutions present a unique
opportunity for growth and value creation,” says Eriksen.
Aker Solutions will be an alliance partner and preferred supplier to both
companies to create revenue and customer value within wind and CCUS markets.
Kjetel Digre will on August 1 join Aker Solutions as CEO. Digre joins from Aker
BP, where he held the role of Senior Vice President of Operations and Asset
Development.
“Kjetel has done a remarkable job as project director for the Johan Sverdrup
development, where his ability to bring together people and organizations to
foster strong collaboration yielded great results. I’m confident that Kjetel
will do a great job leading the new company,” says Eriksen. “I would also like
to thank Luis Araujo for his leadership as CEO of Aker Solutions for the past
six years.”
Idar Eikrem, currently Chief Financial Officer of Kvaerner, has been appointed
CFO of Aker Solutions, effective August 1. Eikrem will step down as CFO of
Kvaerner on the same date.
Merger with Kvaerner
Kvaerner and Aker Solutions have entered into a merger plan, whereby the two
entities will join forces to create a new supplier company with a stronger
position as a solid execution partner, enabling sustainable, low-carbon oil and
gas production, and accelerating growth in renewable energy industries. Aker
Solutions and Kvaerner have agreed to merge the companies based on the principle
of equal parties. The name of the new company will be Aker Solutions ASA.
Kvaerner and Aker Solutions have for many years been successful suppliers to
customers operating energy production facilities, especially to oil companies
with oil and gas fields. Customers in this market are increasingly asking for
solutions with reduced environmental footprint, and new customers ask for
renewable energy solutions.
“By combining the two companies and their complementary resources, we will be
able to deliver a more complete offering to a global energy industry,” says Leif
-Arne Langøy, current chairman of Kvaerner and also proposed new chairman of
Aker Solutions.
The merger will create an organization with the required size and financial
strength to compete and succeed in the growing market for renewable and
sustainable energy, and generate value for shareholders, customers and society.
The consolidation will take the form of a statutory merger whereby Aker
Solutions ASA will absorb Kværner ASA, in accordance with the Norwegian Public
Limited Liability Companies Act (the “Merger”).
A Dedicated Supplier
The combined company will leverage industrial software and digital technology to
optimize output and improve efficiencies in customer projects and operations.
The combined company will be a dedicated supplier that adds value by offering
early front-end customer engagement, concept and system solutions for renewables
and decarbonization projects in offshore wind, carbon capture, utilization and
storage, electrification and emerging energy segments such as hydrogen. The
combined company will utilize its global footprint in brownfield services and
subsea to enter international renewables markets.
Furthermore, the combined company will do fabrication at own facilities or in
cooperation with partners around the world. The combination of the two
companies’ solutions and technologies provides a stronger offering of renewable
energy solutions.
“The combined company will be a dedicated execution partner for delivery of
complete projects for new energy production facilities, for example oil and gas
production platforms or subsea systems, or offshore wind power installations,”
says Kjetel Digre.
“The company will continue to finetune and improve our internal capacities, to
ensure that we always have a sound capacity utilisation. In addition to our own
capabilities, we will continue to collaborate closely with partners,” Digre
adds.
The merged company will drive improvement and change by early adoption of new
industrial software and automation provided by world-class third-party
suppliers.
Aker Solutions had at the start of 2020 approximately 16,000 employees, and
Kvaerner had about 2,800. As an adaption to changing markets, both companies
have prior to the merger commenced necessary reductions of capacities and cost.
Most of the ongoing staff reductions will be completed before the merger is
implemented. The combined cost-cutting initiatives aim to reduce the fixed cost
-level by about NOK 1.5 billion on an annualized basis, from 2019 to 2021.
About the Combined Company
The combined company will have about 15,000 employees in more than 50 locations
around the world, including about 8,000 employees in Norway. Combined 2019
revenues for the companies were about NOK 38 billion, with an EBITDA of NOK 2.7
billion.
The combined company will have operations in about 25 countries. This includes
offices for concept development, engineering and project execution, as well as
effective fabrication yards and facilities for manufacturing of advanced
equipment.
In the planned merger process, a new organisation model will be established.
Kjetel Digre will take the role as CEO and Ivar Eikrem will take the role of CFO
of Aker Solutions. Other key management positions will be concluded during the
coming weeks.
Transaction Summaries
Aker Offshore Wind
Aker Solutions has taken an early position in the emerging market for offshore
floating wind, and currently holds ownership stakes in ongoing development
prospects in the US and South Korea, while evaluating other markets such as
Norway and the UK. Realizing large wind projects is capital intensive and a
stand-alone entity will have financial flexibility to raise required capital.
Aker Solutions intends to separate its wind development business in a separate
entity, Aker Offshore Wind (the “Wind Development Company”), and carry out a
private placement in this company, guaranteed by Aker ASA, to secure sufficient
funding for the next phase of the development of this portfolio. The Wind
Development Company will thereafter apply for its shares to be admitted to
trading on Merkur Market, a multilateral trading facility operated by the Oslo
Stock Exchange (“Merkur Market”). Aker Solutions will then propose to distribute
its shares in the Wind Development Company to Aker Solutions’ shareholders. The
shares of the Wind Development Company are expected to start trading on Merkur
Market during August 2020. Astrid Skarheim Onsum will be appointed CEO of Aker
Offshore Wind.
An extraordinary general meeting (EGM) in Aker Solutions ASA has been scheduled
for August 14, 2020 (the “EGM”) to approve the proposed distribution of, inter
alia, Aker Solutions’ shares in Aker Offshore Wind. Please see below and the
attached EGM notice for more details on the EGM and the proposed resolutions.
Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as
financial advisers to support Aker Solutions in this process, and Advokatfirmaet
BAHR AS is acting as legal counsel.
Aker Carbon Capture
Aker Solutions has developed CCUS solutions since the mid-90s and is one of few
companies with patented technology and a proven track-record. Most customers are
outside traditional oil and gas markets, so the benefit from being an integrated
part of Aker Solutions is limited from a market perspective. Hydrogen production
with CCUS could become a very large market, however developing a competitive
offering would require further capital. A stand-alone entity will have access to
low cost funding as a natural fit for ESG investors.
Aker Solutions is working on the first delivery of a modular carbon capture
plant for a waste-to-energy plant in the Netherlands, and is positioned to
secure the EPC contract to deliver an industry-scale carbon capture plant to
Norcem HeidelbergCement’s project in Brevik, Norway.
Aker Solutions intends to separate its CCUS business in a separate entity, Aker
Carbon Capture (the “CCUS Company”), followed by a private placement in the
company, guaranteed by Aker ASA, to secure sufficient funding for the next phase
of the development. The CCUS Company will then apply for its shares to be
admitted to trading on Merkur Market and Aker Solutions will propose to
distribute its shares in the CCUS Company to Aker Solutions’ shareholders. The
shares in the CCUS Company are expected to start trading on Merkur Market during
August 2020. Valborg Lundegaard will be appointed CEO of Aker Carbon Capture.
The proposed distribution of Aker Solutions’ shares in the CCUS Company will be
subject to approval by the Aker Solutions ASA shareholders in the EGM scheduled
for August 14, 2020. Please see below and the attached EGM notice for more
details on the EGM and the proposed resolutions.
Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as
financial advisers to support Aker Solutions in this process, and Advokatfirmaet
BAHR AS is acting as legal counsel.
Key Terms of the Merger
As merger consideration the shareholders of Kværner ASA will receive a number of
shares in Aker Solutions ASA based on a volume weighted average price 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) commencing two trading
days after the Aker Solutions shares trades ex the dividend proposed to be
distributed in relation to the Offshore Wind Company and the CCUS Company (see
details below). One share in Kvaerner shall however always give right to at
least 0.7629 shares and maximum 1.1404 shares in Aker Solutions, which in total
provides the shareholders in Kvaerner with an ownership interest in the range
between 43% to 53% in the combined company. The exact exchange-ratio will be
published as soon as it is ready. Fractions of shares will not be allotted, and
for each shareholder the 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 Skandinaviska Enskilda Banken AB (publ)
(Oslo Branch).
Completion of the merger is subject to approval by the shareholders of each of
Aker Solutions and Kvaerner through extraordinary general meetings, expected to
be held in September 2020 (the “EGMs”). Aker and Aker Kværner Holding AS have
undertaken to attend the respective EGMs and, subject to final documentation,
vote in favour of the Merger. Completion of the merger is also subject to
obtaining certain third-party approvals as well as other customary closing
conditions, but is not subject to any conditions with respect to financing, due
diligence or material adverse change.
Further information about the merger and the combined company will be made
available in a prospectus exempted document (the “Exempted Document”) to be
published by Aker Solutions on or about 1 September 2020. The companies will
also publish notices for their respective EGMs through separate stock exchange
announcements in August 2020.
In preparation for the merger, Aker Solutions and Kvaerner have conducted
limited, customary due diligence reviews of certain business, financial,
commercial and legal information related to their respective businesses.
Following completion of the Merger, the shares in the combined company will
continue to be listed on Oslo Børs.
Advokatfirmaet BAHR AS has acted as legal counsel in connection with the merger.
U.S. Restriction on Receipt of Consideration Shares
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 [a facilitator] 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.
THE CONSIDERATION SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION. THE COMPANY DOES
NOT PLAN TO REGISTER THE ISSUANCE OR RESALE OF THE SHARES UNDER THE U.S.
SECURITIES ACT.
THE CONSIDERATION SHARES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) UNDER A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (B) OUTSIDE THE
UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
U.S. SECURITIES ACT, AS APPLICABLE OR © PURSUANT TO ANOTHER APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE U.S. STATE SECURITIES LAWS AND THE
SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT
FROM REGISTRATION, ONLY IF AKER SOLUTIONS HAS RECEIVED DOCUMENTATION
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE
U.S. SECURITIES ACT.
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 or 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.
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), Carnegie AS, Arctic Securities
AS nor any of their respective affiliates accepts any liability arising from the
use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.
Invitation to Press Conference
We invite investors, analysts and media to a press conference in Oksenøyveien
10, Fornebu at 10:00 CEST.
Date: July 17, 2020
Time: 10:00 CEST
Location: Oksenøyveien 10, Fornebu, Norway (Grand Hall, Aker ASA offices)
Language: English
The presentation will be broadcast live on https://akersolutions.com/webcast at
10:00 CEST.
Dial-in details are available here: https://akersolutions.com/dial-in
Notice of EGM
Aker Solutions ASA hereby calls for an extraordinary general meeting, where the
approval of the distribution of shares in the Wind Offshore Company and the CCUS
Company is on the agenda.The EGM will be held on Friday, August 14, 2020, at
09:00 CEST at Oksenøyveien 8, 1366 Fornebu, Norway.
Due to the COVID-19 situation, we urge shareholders to vote electronically prior
to the meeting or issue a proxy to the chairman, and not attend physically.
Please find attached the following documents:
· The notice of the extraordinary general meeting including attendance and
proxy forms
· The board of directors’ proposed resolutions for the extraordinary general
meeting
All documents to be processed in the meeting will be made available on
https://akersolutions.com
ENDS
Media Contact:
Ivar Simensen, mob: +47 464 02 317, email: [email protected]
Investor Contact:
Fredrik Berge, mob: +47 450 32 090, email: [email protected]
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
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Kilde
?
Så er nok ute liøpet av dagen og vurderer den igjen når de har dekket seg inn.
Burde vært mer tålmodig igår da interessen virket helt fraværende.
Er det noe Røkke kan, så er det å skape aksjonærverdi!