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17 June 2025: Reference is made to the announcements of 29 April and 27 May 2025 regarding an unconditional mandatory cash offer made by Electric AS (the “Offeror”), a company jointly owned by Geveran Trading Co Ltd, Wilhelmsen New Energy AS and EPS Ventures Ltd (the “Shareholders”), to acquire all issued and outstanding shares in Edda Wind ASA (the “Company” or “Edda Wind”) not already owned by the Offeror (the “Mandatory Offer”) against a cash consideration of NOK 23.00 per share (the “Offer Price”). The terms and conditions of the Mandatory Offer are set forth in an offer document from the Offeror approved by the Norwegian Financial Supervisory Authority (the “NFSA”) on 27 May 2025 (the “Offer Document”).
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The directors on the board who are related to the Offeror and/or the Shareholders, being Geir Flæsen, Adrian Geelmuyden and Duncan Bullock, have not participated in the Company’s proceedings in relation to the Mandatory Offer. In its decision of 22 May 2025, the NFSA has, acting in its capacity as the Norwegian takeover authority, decided that the independent directors of the board, Martha Kold Monclair and Toril Eidesvik (the “Independent Directors”), may issue this statement pursuant to the Norwegian Securities Trading Act (the “NSTA”) Section 6-16 in connection with the Mandatory Offer. The Independent Directors hereby express their view on the Mandatory Offer.
INTRODUCTION
On 29 April 2025, the Offeror and the Shareholders announced that an unconditional mandatory cash offer for all shares in the Company would be made. In connection with the announcement of the Mandatory Offer, the Offeror acquired 2,771,036 shares of the Company owned by funds managed by Nordea for a cash consideration of NOK 23.00 per share, following which the Offeror and the Shareholders together controlled 108,988,698 shares, representing approximately 84.3% of the outstanding shares and votes in the Company. Subsequently on 29 April 2025, the Offeror disclosed that it had acquired an additional 7,709,828 shares at an average price of NOK 22.889 per share, increasing the Offeror’s and the Shareholders’ ownership to approximately 90.2%, and thereby surpassing the threshold for compulsory acquisition pursuant to Section 4-25 of the Norwegian Public Companies Act (the “NPCA”). Additional shares were acquired by the Offeror in the period from 29 April to 19 May 2025. On 27 May 2025, the Offeror acquired the shares held by the Shareholders, following which the Offeror held 123,147,663 shares, representing approximately 95.2% of the Company’s outstanding shares and votes.
Simultaneously with launching the Mandatory Offer, the Offeror announced that it had resolved a compulsory acquisition of the remaining shares in the Company not already held by it (the “Compulsory Acquisition”) at a redemption price equal to the Offer Price, i.e. NOK 23.00 in cash per share. Consequently, the Offeror is the owner of 100% of the shares of the Company as from 27 May 2025.
KEY ASPECTS OF THE MANDATORY OFFER
The Offeror is, pursuant to Chapter 6 of the NSTA, required to offer shareholders in the Mandatory Offer consideration at least equal to what the Offeror has paid or agreed to pay for shares in the Company during the last six months prior to the obligation to launch the Mandatory Offer was triggered. In accordance with Section 6 14 of the NSTA, the Offer Price and the Offer Document have been approved by the NFSA. Based on the approval by the NFSA of the Offer Price, the Independent Directors have assumed that neither the Offeror nor the Shareholders have acquired shares at a higher price than NOK 23.00 during last six months prior to the obligation to launch the Mandatory Offer was triggered or in the period from triggering the Mandatory Offer until the date of the Offer Document.
The Offer Price represents a premium of approximately 32.9% to the closing share price on 28 April 2025, the last trading day immediately prior to the announcement of the Mandatory Offer. The Offer Price further represents a premium of 33.0% to the 90-day volume weighted average share price on 28 April 2025. The Offer Price values the total share capital of the Company at a market capitalization of approximately NOK 2,974 million.
Pursuant to the Offer Document, shareholders who accept the Mandatory Offer will receive settlement no later than two weeks after the expiry of the acceptance period, and no later than 11 July 2025. Shareholders who do not take any action to accept the Mandatory Offer and remain passive will, upon the expiry of the statutory objection deadline for the Compulsory Acquisition on 28 July 2025, be deemed to have accepted the amount offered in the Compulsory Acquisition, and will receive settlement within two weeks after such date. Consequently, the Independent Directors note that accepting the Mandatory Offer will enable shareholders to receive settlement at the earliest time possible.
The complete terms and conditions of the Mandatory Offer and the Compulsory Acquisition are set out in the Offer Document. The Independent Directors have been informed that the Offer Document has been sent to the Company’s shareholders who can legally receive the Mandatory Offer.
THE MANDATORY OFFER’S IMPACT ON THE COMPANY AND ITS EMPLOYEES
Pursuant to the Offer Document, the Offeror has no current plans to make changes to the Company’s workforce or senior management after the completion of the Mandatory Offer or the Compulsory Acquisition except in the ordinary course of business. Further, the Offeror states that completion of the Mandatory Offer and the Compulsory Acquisition is not expected to have any legal, financial, or employment consequences for the employees of the Company. As at the date of the Offer Document, the Offeror has no specific plans to make any reorganization of the Company or its subsidiaries.
No payments or other benefits of any kind, or prospects of such payments or benefits, are intended to be paid by the Offeror or the Shareholders to the directors of the board or members of the management of the Company in connection with the settlement of the Mandatory Offer.
THE INDEPENDENT DIRECTORS’ ASSESSMENT AND RECOMMENDATION
The Independent Directors have carefully reviewed and evaluated the terms and conditions of the Mandatory Offer and have taken into consideration the factors they regard as material for the evaluation of whether the Mandatory Offer should be accepted by the shareholders of Edda Wind. The Independent Directors have consulted with its legal advisors, as well as with the management of the Company.
The Independent Directors are of the opinion that the Offer Price under the Mandatory Offer reflects the current value of Edda Wind. After careful consideration, the Independent Directors have concluded that the Mandatory Offer is attractive and in the best interest of the Company and its shareholders. As part of their assessment of the Mandatory Offer, the Independent Directors have noted that shareholders holding approximately 10.9% of the Company’s shares have agreed to sell their shares at or below the Offer Price following the announcement of the Mandatory Offer on 29 April 2025, indicating that the Offer Price has been considered attractive by investors holding a large portion of the free float in the Company. Therefore, the Independent Directors have decided to unanimously recommend the Company’s shareholders to accept the Mandatory Offer.
The Independent Director’s evaluation of the Mandatory Offer does not provide any certainty for future market prices of the Company’s shares or future development. Shareholders are encouraged to thoroughly review the Offer Document and weigh their options based on the information provided in this statement, along with other publicly accessible information. Ultimately, shareholders should form their own independent opinion on whether to accept or decline the Mandatory Offer.
STATEMENT FROM THE EMPLOYEES OF EDDA WIND
The Independent Directors have not received any statements from Edda Wind’s employees about the Mandatory Offer.
SHARES HELD BY THE INDEPENDENT DIRECTORS
The Independent Directors intend to accept the Mandatory Offer for their shares.
The Independent Directors have been advised by Advokatfirmaet Bahr AS as legal advisor.
This information is subject to disclosure obligations pursuant to the NSTA Sections 5-12 and 6-16.
For further information, please contact:
Lars Stubhaug, VP Finance Edda Wind ASA
Phone: +47 917 42 725
E-mail: lars.stubhaug@eddawind.com
Hermann H. Øverlie, CEO Edda Wind ASA
Phone: +47 922 46 501
E-mail: hermann.overlie@eddawind.com
ABOUT EDDA WIND
Edda Wind is a leading offshore wind service company headquartered in Haugesund, Norway. The Company develops, builds, owns and operates purpose-built Service Operation Vessels (“SOV”) and Commissioning Service Operation Vessels (“CSOV”) for offshore wind farms worldwide.
Edda Wind is creating the next generation offshore wind service vessels and works closely with partners to develop new technologies to reduce emissions without compromising operational capabilities or cost competitiveness.
The Company owns and operates two purpose-built offshore wind SOVs and six CSOVs and has four dedicated offshore wind vessels under construction – all CSOVs. All newbuild vessels are prepared for zero-emission utilising liquid organic hydrogen carrier and/or methanol as an energy source.
Read more: www.eddawind.com
IMPORTANT NOTICE
The distribution of this announcement and other information in connection with the Mandatory Offer may be restricted by law in certain jurisdictions. The Company does 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.
This announcement is not an offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the shares. Investors may accept the Mandatory Offer only on the basis of the information provided in the Offer Document.
Forward-looking statements
This announcement, verbal statements made regarding the Mandatory Offer and other information published by the Company may contain certain statements about the Company and the Offeror that are or may be forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as “may”, “will”, “seek”, “continue”, “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe” or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding the Company’s or the Offeror’s future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, Norwegian domestic and global economic and business conditions, the effects of volatility in credit markets, market-related risks such as changes in interest rates and exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of issued notes, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards (“IFRS”) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigations, the success of future acquisitions and other strategic transactions and the impact of competition - a number of such factors being beyond the Company’s and the Offeror’s control. As a result, actual future results may differ materially from the plans, goals, and expectations set forth in these forward-looking statements.
Any forward-looking statements made herein speak only as of the date they are made. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Notice to U.S. shareholders
The Mandatory Offer and the distribution of this announcement and other information in connection with the Mandatory Offer are made available to shareholders resident in the United States (“U.S. Holders”) in compliance with Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), including available exemptions thereunder and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Mandatory Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, that are different from those would be applicable under U.S. domestic tender offer procedures and law. Furthermore, the payment and settlement procedure with respect to the Mandatory Offer will comply with the relevant rules of the Norwegian Securities Trading Act, which differ from payment and settlement procedures customary in the United States, particularly with regard to the payment date of the consideration.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, 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 Mandatory Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the Offeror’s financial advisor may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
The NFSA has approved the Offer Document. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Mandatory Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Mandatory Offer been reviewed for accuracy, completeness or fairness by the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Mandatory Offer by a U.S. Holder may be taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each U.S. Holder is urged to consult its own legal, tax and financial advisors in connection with making a decision regarding the Mandatory Offer.
Kilde
