THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
29 April 2025: Geveran Trading Co Ltd, Wilhelmsen New Energy AS and EPS Ventures Ltd (the “Shareholders”) hereby announce that they will make an unconditional mandatory cash offer (the “Offer”) to acquire all outstanding shares (the “Shares”) in Edda Wind ASA (the “Company” or “Edda Wind”) not already owned by them.
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A cash consideration of NOK 23.00 will be offered per share (the “Offer Price”).
The Offer Price represents:
- A premium of 32.9% to the closing price for the Shares on 28 April 2025 of NOK 17.30;
- A premium of 37.2% to the 30-day volume-weighted average price (“VWAP”) for the Shares on 28 April 2025 of NOK 16.76;
- A premium of 37.3% to the 60-day volume-weighted average price (“VWAP”) for the Shares on 28 April 2025 of NOK 16.75;
- A premium of 33.0% to the 90-day volume-weighted average price (“VWAP”) for the Shares on 28 April 2025 of NOK 17.30.
The Offer will be made by Electric AS (the “Offeror”), a newly established company jointly owned by the Shareholders. The Offeror has in connection with the Offer agreed to acquire 2,771,036 shares of Edda Wind owned by funds managed by Nordea for a cash consideration of NOK 23.00 per share, following which the Offeror and the Shareholders together control 108,988,698 shares, representing approximately 84.3% of the outstanding shares and votes in the Company. A PDMR notice is attached to this announcement.
Background and rationale for the Offer:
The Offer is a result of a strategic review by the Shareholders, with focus on ability to continue growing Edda Wind’s fleet of next generation offshore wind service vessels. A key hinderance for Edda Wind as a publicly listed company has been the concentrated ownership situation resulting in a low free float and poor stock liquidity. Following a series of equity capital raises it has become evident to the three largest shareholders that it will be challenging to continue investing and scaling the Company in a public setting.
Key highlights and summary of the Offer:
The Offer will be a mandatory cash offer made pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer will not be subject to any conditions for completion, and settlement will thus occur shortly (and no later than 14 days) after expiry of the acceptance period. The acceptance period in the Offer will be 4 weeks and will commence following publication of the Offer Document (as defined below). The acceptance period may be extended by the Offeror with up to two additional weeks.
The Offer Price will be settled through a cash payment from the Offeror to the accepting shareholders. The Offer Price is equal to the highest price paid by the Offeror and the Shareholders for shares of Edda Wind the past six months, and values the total share capital of the Company at a market capitalization of approximately NOK 2,974m.
The complete terms of the Offer will be set out in an offer document (the “Offer Document”) to be sent to the Company’s shareholders following review and approval by Finanstilsynet pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer Document is expected to be approved within four weeks hereof. The Offer may only be accepted based on the Offer Document.
The Offeror and the Shareholders will finance the Offer by using existing funds available. The Offer will include a bank guarantee for due settlement as required pursuant to section 6-10 (7) of the Norwegian Securities Trading Act.
As part of the Offer, the Offeror and the Shareholders intend to seek a de-listing of the Shares from the Oslo Stock Exchange. An application to de-list the Shares will require that a general meeting of the Company resolves to apply for a de-listing with a two-thirds majority vote.
If the Offeror following completion of the Offer holds 90% or more of the total issued share capital of the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares in the Company.
Advisors:
DNB Markets, a part of DNB Bank ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Offer. Advokatfirmaet Schjødt AS is acting as legal advisor to the Offeror and its affiliates in connection with the Offer.
Important notice
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer and the Offer Document are not to be regarded as an offer, whether directly or indirectly, in jurisdictions where, pursuant to legislation and regulations in such relevant jurisdictions, presenting and/or accepting such an offer would be prohibited by applicable law, which currently expected to include i.a. Canada, Australia, South Korea, New Zealand, South Africa, Hong Kong, Japan and the USA. Shareholders are referred to the Offer Document, when published, for a description of applicable restrictions. The Offeror and its affiliates do not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Once published, each shareholder should study the Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described therein. Shareholders should not construe the contents of this announcement as legal, tax or accounting advice, or as information necessarily applicable to each shareholder. Each shareholder should seek independent advice from its own financial and legal advisors prior to making a decision to accept the Offer.
This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018).
The Offer relates to shares of a Norwegian company listed and trading on Oslo Børs and is subject to the legal provisions of the Securities Trading Act regarding the implementation and disclosure requirements for such an offer, which differ substantially from the corresponding legal provisions of other jurisdictions, including those of the United States. The Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, payment and settlement procedures, which are different from those which could be applicable under such rules, including under US domestic tender offer procedures and law.
The Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, 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 during the period in which the Offer remains open for acceptance, in compliance with applicable Norwegian law and practice and relevant exemptions. 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.
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