Vis børsmeldingen
DISTRIBUTION WOULD BE UNLAWFUL.
The Agreement
The Board of Directors of AKVA group ASA (“AKVA”, “AKVA group”, or the
“Company”) and Pontos Bidco AS (the “Offeror”), a Norwegian private limited
liability company indirectly owned by Yanmar Holdings Co., Ltd. (“Yanmar”), are
pleased to announce that they have entered into a transaction agreement (the
“Transaction Agreement”) for a recommended voluntary cash offer (the “Offer”) by
the Offeror to acquire all issued and outstanding shares in AKVA (the “Shares”,
and each a “Share”).
A cash consideration of NOK 161 (the “Offer Price”) will be offered for each
Share. The Offer Price represents a premium of:
- 57% compared to the undisturbed, dividend adjusted closing trading price of
NOK 102.5 for the Shares on Euronext Oslo Børs on 7 April 2026, being the
last trading day prior to announcement of AKVA’s strategic review;
- 62% compared to the 30-trading days dividend adjusted volume weighted
average share price of NOK 99.3 in the period ending 7 April 2026; and
- 67% compared to the 60-trading days dividend adjusted volume weighted
average share price of NOK 96.2 in the period ending 7 April 2026.
Board recommendation
The Offer is a result of the strategic review initiated by the Board of
Directors of AKVA (the “Board”), as announced on 8 April 2026, with the aim to
maximize shareholder value. Following announcement of the strategic review, the
Company received high-quality interest regarding a potential sale of the
Company, and the Company and its advisors have been in dialogue with several
interested parties to evaluate the viability and the potential terms for a
transaction.
After careful consideration of the Company’s available options, the Board’s
assessment is that the Offer represents the most attractive alternative to
maximize shareholder value. The Board has therefore unanimously resolved to
recommend that the shareholders accept the Offer.
The Board believes that Yanmar, as a long-term industrial owner, can support
AKVA in realizing its long-term potential through access to complementary
technologies, global capabilities and resources.
The complete statement of the Board regarding the Offer (the “Board
Recommendation”) is appended to this notice. The Board Recommendation is not
made pursuant to Sections 6-16 and 6-19 of the Norwegian Securities Trading Act
and a separate statement will, pursuant to a decision by the Norwegian Financial
Supervisory Authority (the “NFSA”), be made by an independent third party in
this respect.
Pre-Acceptances
Shareholders in AKVA representing approximately 92% of the Shares (excluding the
Company’s treasury shares), have undertaken, subject to customary conditions, to
tender their shares into the Offer (the “Irrevocable Undertakings”). The
Irrevocable Undertakings may not be withdrawn in the event of the launch of a
competing offer. Shareholders who have given Irrevocable Undertakings include:
- Egersund Group AS
- Israel Corporation LTD
- all members of the Board and the executive management of AKVA
- Pareto Asset Management AS, including discretionary portfolios managed by
Pareto Asset Management AS
- Nordea Investment Management AB
- Alfred Berg
As part of the Irrevocable Undertakings, the committed shareholders have agreed
not to directly or indirectly, solicit, encourage, invite or seek alternative
proposals for any competitive offer.
Identity of the Offeror and strategic rationale
The Offeror is Pontos Bidco AS (pending name change from NFH 260570 AS),
business registration no. 937 943 121, a newly established Norwegian limited
liability company indirectly owned by Yanmar.
Yanmar is a diversified global industrial group with over a century of
engineering heritage and a deeply rooted culture of innovation. Founded in
1912, Yanmar is a family-owned business now led by Takehito Yamaoka, President
and Representative Director.
Yanmar has over time evolved from its origins in diesel engine manufacturing
into a broad industrial conglomerate serving multiple end markets, including
agriculture, marine, construction industrial engines and energy systems. Today,
Yanmar operates across the globe with the majority of its revenues generated
outside Japan.
As a family-owned company, Yanmar has maintained a long-term strategic
orientation that emphasizes innovation, technological excellence, product
reliability, strong customer ties embedded in a reliable global aftermarket
services platform and sustained value creation.
Yanmar has an impressive track record of acquiring and integrating businesses to
accelerate growth and has in its dialogue with the Board expressed its
conviction that completion of the Offer would establish a strong platform for
long-term value creation by combining complementary technologies, expanding
global market reach, and strengthening the combined groups’ position as a
trusted partner to the global aquaculture industry. Yanmar has expressed that
the Offer is intended to provide AKVA a platform to scale, by leveraging
Yanmar’s capabilities, global resources and patient capital, as a long-term
industrial owner.
“AKVA has built a unique position in the global aquaculture industry over more
than five decades. Following a comprehensive strategic review and with strong
support from our largest shareholders, we believe the Offer represents the best
solution for both AKVA and our current shareholders. By combining AKVA’s
industry-leading aquaculture expertise with Yanmar’s global industrial
capabilities, technology base and long-term ownership perspective, we see
substantial potential to create value for customers and further strengthen the
Company’s growth and innovation agenda,” says Knut Nesse, CEO of AKVA Group.
“We are very pleased to have this opportunity to partner with AKVA, a company
that has established a leading position in global aquaculture,” says Tetsuya
Yamamoto, Executive Vice President and Representative Director of Yanmar
Holdings Co., Ltd. “By combining complementary technologies and global
resources, we believe there are exciting opportunities for AKVA and Yanmar to
form a strong combination delivering next-generation integrated and technology-
enabled solutions to sea-based and land-based aquaculture operators.”
Key terms of the Offer
AKVA’s shareholders will be offered NOK 161 per share in cash. The Offer values
all issued and outstanding Shares at an aggregate of approximately NOK 5.9
billion.
No commission will be charged in connection with settlement of the Offer.
If the Company should resolve to distribute dividend or make any other
distributions to the Company’s shareholders with a record date prior to
completion of the Offer, the Offer Price shall be adjusted to compensate for the
effects of such dividend or other distribution.
The formal and complete details of the Offer, including all terms and conditions
thereof, will be included in an offer document for the Offer (the “Offer
Document”) prepared by the Offeror and will be sent to AKVA’s shareholders with
known addresses in jurisdictions who may lawfully accept the Offer following
review and approval by the NFSA pursuant to Chapter 6 of the Norwegian
Securities Trading Act. The Offer may only be accepted on the basis of the Offer
Document.
The launch of the Offer is subject to customary conditions being satisfied,
including that the Irrevocable Undertakings remain valid and in full force, that
neither party has breached any of its obligations under the Transaction
Agreement, and the approval of the Offer Document by the NFSA.
The Offer is not subject to any due diligence or financing condition. As will be
further detailed and specified in the Offer Document, completion of the Offer
will be subject to the following conditions (the “Closing Conditions”) being
satisfied or waived by the Offeror, in whole or in part (acting in its sole
discretion):
i. Minimum Acceptance. The Offer shall on or prior to the expiration of the
offer period have been validly accepted by shareholders of the Company
representing, when taken together with any Shares acquired or agreed to be
acquired by the Offeror other than through the Offer or which the Offeror
is otherwise entitled to acquire, 90% or more of the issued and
outstanding shares and voting rights of the Company on a fully diluted
basis.
ii. Board Recommendation. The recommendation of the Offer issued by the Board,
has not, without the Offeror’s written consent, been amended, qualified or
withdrawn.
iii. Regulatory Approvals. Approvals or clearances (as applicable) of the
completion of the Offer from (i) the Norwegian Competition Authority, and
(ii) relevant authorities authorizing FDI clearance in Australia, Canada,
Denmark, Lithuania, Greece and the United Kingdom on terms satisfactory to
the Offeror (in its reasonable opinion) subject to the terms of the
Transaction Agreement.
iv. Ordinary Conduct of Business. Except as explicitly provided for under the
Transaction Agreement, that the business of the group, in the period until
settlement of the Offer, has in all material respects been conducted in
the ordinary course.
v. No Legal Action. No court or governmental or regulatory authority of any
competent jurisdiction, or other third party, shall have taken or
threatened to take any form of legal action (whether temporary,
preliminary or permanent) that will (A) restrain or prohibit the
consummation of the Offer; or (B) in connection with the Offer impose
conditions upon the Offeror, the Company or any of their subsidiaries or
affiliates which would require the Offeror to incur any material
expenditure, would prohibit or impair the Offeror or its affiliates or its
ownership or operation of the group, or is reasonably likely to have a
material adverse change.
vi. No Material Breach. There shall have been no material breach by the
Company of the Transaction Agreement.
vii. No Material Adverse Change. No material adverse change shall have occurred
between the date of the Transaction Agreement and until completion of the
Offer.
The offer period under the Offer will commence following publication of the
Offer Document and is expected to last for two weeks, subject to any extensions
by the Offeror (up to a maximum offer period of 10 weeks in total) provided,
however, that after the “Minimum Acceptance” condition has been satisfied, the
Offeror may not extend the Offer Period by more than 10 business days.
Settlement of the Offer will be made within 10 business days after announcement
that the Closing Conditions “Minimum Acceptance” and “Regulatory Approvals” have
been met or waived, provided that the other Closing Conditions remain satisfied
until such completion or are waived by the Offeror. If the Offeror has not
publicly announced that the Closing Conditions “Minimum Acceptance” and
“Regulatory Approvals” are satisfied or waived on or before 30 January 2027, the
Offer will lapse, unless the deadline is extended by mutual agreement between
the Offeror and the Company but under no circumstances beyond 30 May 2027.
Barring unforeseen circumstances, it is expected that the Offer will be
completed in the fourth quarter of 2026.
If, as a result of the Offer, the Offeror acquires and holds 90% or more of all
Shares (excluding treasury shares owned by the Company), the Offeror will have
the right, and intends, to carry out a compulsory acquisition of the remaining
Shares. Furthermore, if the Offeror acquires or holds a sufficient majority of
the Shares, the Offeror intends to propose that the general meeting of the
Company passes a resolution to apply for a de-listing of the Shares from
Euronext Oslo Børs.
Transaction Agreement
Under the Transaction Agreement, the Board has agreed not to withdraw, modify,
qualify or refrain from reaffirming its recommendation, except where the Board
determines in good faith, after consultation with external legal counsel and,
where relevant, its financial adviser, that maintaining the recommendation would
be inconsistent with its fiduciary duties or applicable law. This may include
circumstances where an unsolicited competing offer constitutes a superior
proposal and is not matched by the Offeror within the agreed five-business-day
matching period, the Offeror materially breaches the Transaction Agreement or
fails to announce, launch or complete the Offer or maintain committed financing,
or the Offer is amended in a manner adverse to AKVA or its shareholders. AKVA
has also agreed to customary non-solicitation undertakings and to conduct its
business in the ordinary course until completion, lapse or withdrawal of the
Offer or termination of the Transaction Agreement.
Advisors
DNB Carnegie is acting as financial advisor and Wiersholm as legal advisor to
the Company in connection with the Transaction.
Arctic Securities is acting as financial advisor and Arntzen Grette as legal
advisor to Yanmar in connection with the Transaction.
Dated: 2 October 2026
AKVA group ASA
For further information, please contact:
Knut Nesse, Chief Executive Officer
Phone: +47 51 77 85 00
Mobile: +47 91 37 62 20
Email: knesse@akvagroup.com (mailto:knesse@akvagroup.com)
Ronny Meinkøhn, Chief Financial Officer
Phone: +47 51 77 85 00
Mobile: +47 98 20 67 76
Email: rmeinkohn@akvagroup.com (mailto:rmeinkohn@akvagroup.com)
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Ronny Meinkøhn (CFO) on 2 October 2026 at 12:45
CET.
About AKVA group ASA
AKVA group ASA is a global technology and service partner that delivers
technology and services that help solve biological challenges within the
aquaculture industry. Good operational performance and fish welfare ensure
sustainability and profitability for the customer. This is the premise for
everything we deliver, from single components to services and complete
installations. In-depth aquaculture knowledge, extensive experience and a high
capacity for innovation characterize and enable us to deliver the best solutions
for both land-based and sea-based fish farming.
About Yanmar
With beginnings in Osaka, Japan, in 1912, Yanmar was the first ever to succeed
in making a compact diesel engine of a practical size in 1933. A pioneer in
diesel engine technology, Yanmar is a global innovator in a wide range of
industrial equipment, from small and large engines, agricultural machinery and
facilities, construction equipment, energy systems, marine, to machine tools and
components - Yanmar’s global business operations span seven domains. Guided by
its Brand Statement, “A Sustainable Future - New Value Through Technology,”
Yanmar provides advanced solutions to the challenges customers face on land, at
sea, and in the city, working towards realizing a sustainable future.
IMPORTANT INFORMATION
The terms and conditions of the Offer will be governed by Norwegian law and
carried out in conformity with the requirements of Norwegian law. The Offer and
the distribution of this announcement and other information in connection with
the Offer may be restricted by law in certain jurisdictions. When published, the
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where it is prohibited
by applicable law, including, without limitation, Australia, Canada, Hong Kong,
Japan, New Zealand, South Africa and South Korea, or any other jurisdiction in
which it would be unlawful. The Offeror does not assume any responsibility in
the event there is a violation by any person of such restrictions. Persons in
the United States should review “Notice to U.S. Holders” below. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or a
tender offer document and, as such, is not intended to constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information to be
provided in the Offer Document (if and when published). The Offer will not be
made directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any tender offer
document or registration or other requirements would apply in addition to those
undertaken in Norway.
Forward-looking statements
This announcement, oral statements made regarding the acquisition contemplated
by the Transaction Agreement (the “Acquisition”) or the Offer, and other
information published by AKVA, Yanmar or the Offeror, contain information and
statements that may constitute “forward-looking information” or “forward-looking
statements” under applicable securities legislation (“forward-looking
statements”). Forward-looking statements are not historical facts and are
generally, but not always, identified by words such as “will”, “plans”,
“expects”, “is expected”, “estimates”, “forecasts”, “projects”, “intends”,
“anticipates”, “aims”, “targets” or “believes”, or variations or negatives of
such words, or by statements that actions, events or results “may”, “could”,
“would”, “should”, “might” or “will” occur or be achieved. Forward-looking
statements involve risks, uncertainties and other factors beyond the ability of
AKVA, Yanmar and/or the Offeror to predict or control.
All statements other than statements of historical fact that address future
events, developments or performance are forward-looking statements. These
include statements regarding the expected timing and scope of the Acquisition;
the launch and completion of the Offer; the satisfaction or waiver of
conditions; and the expected effects of the Acquisition on AKVA, Yanmar or the
Offeror. Such statements reflect current expectations and assumptions regarding
future business strategies and operating environments.
Although AKVA, Yanmar and the Offeror believe that the expectations reflected in
such forward-looking statements are based on reasonable assumptions, they
involve known and unknown risks, uncertainties and other factors, most of which
are beyond the control of such parties, that may cause actual results,
performance or achievements to differ materially from those expressed or
implied.
If one or more of these risks or uncertainties materialises, or if one or more
assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Neither AKVA, Yanmar, the Offeror, nor any
member of their respective groups, nor any of their respective members,
associates, directors, officers or advisers, gives any representation, assurance
or guarantee that the events expressed or implied in any forward-looking
statement will occur. Readers should therefore not place undue reliance on
forward-looking statements.
All forward-looking statements in this announcement are made as of the date
hereof and are based on opinions, estimates and information available as of that
date. AKVA, Yanmar and the Offeror disclaim any intention or obligation to
update or revise such statements, whether as a result of new information, future
events or otherwise, except as required by law. The foregoing list of risks and
uncertainties is not exhaustive.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earnings
per share. Certain figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category presented
in different sections may vary slightly and figures shown as totals in certain
sections may not be an arithmetic aggregation of the figures that precede them.
Notice to U.S. Holders
Holders of Shares in the United States (“U.S. Holders”) are advised that the
Shares are not listed on a U.S. securities exchange and that AKVA is not subject
to the periodic reporting requirements of the U.S. Securities Exchange Act of
1934, as amended (the “U.S. Exchange Act”), and is not required to file reports
with the U.S. Securities and Exchange Commission thereunder.
The Offer will be made for the issued and outstanding Shares of AKVA, other than
Shares held by AKVA, and will be subject to Norwegian disclosure and procedural
requirements, which differ from those of the United States. If made to U.S.
Holders, the Offer is expected to be made as a “Tier I” tender offer under Rule
14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable
and subject to available exemptions, and otherwise in compliance with Norwegian
disclosure and procedural requirements, including with respect to the timetable,
settlement procedures and timing of payments.
The Offer will be made to U.S. Holders on the same terms and conditions as those
made to all other holders of Shares to whom the Offer is made. Any information
document, including the Offer Document, will be disseminated to U.S. Holders in
English on a basis comparable to the method that such documents are provided to
AKVA’s other shareholders to whom the Offer is made. The Offer will be made by
the Offeror and no one else. U.S. Holders are encouraged to consult with their
own advisors regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly, purchase or arrange to
purchase, Shares or any securities that are convertible into, exchangeable for
or exercisable for such Shares outside the United States, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.
To the extent information about such purchases or arrangements to purchase is
made public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisor to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with applicable law.
To the extent required in Norway, any information about such purchases will be
made public in Norway in the manner required by Norwegian law.
Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Offer, passed upon the
merits or fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in this announcement. Any
representation to the contrary is a criminal offense in the United States.
It may be difficult for the Company’s shareholders to enforce their rights and
any claims they may have arising under the U.S. federal securities laws in
connection with the Offer, since the Offeror and the Company are located in non-
U.S. jurisdictions, and some or all of their respective officers and directors
may be residents of non-U.S. jurisdictions. The shareholders of the Company may
not be able to sue the Offeror or the Company or their respective officers or
directors in a non-U.S. court for violations of the U.S. federal securities
laws. It may be difficult to compel the Offeror and the Company and their
respective affiliates to subject themselves to a U.S. court’s judgment.
Kilde
