THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, HONG KONG, SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
27 May 2025: Reference is made to announcement of 29 April 2025 by Geveran Trading Co Ltd, Wilhelmsen New Energy AS and EPS Ventures Ltd (the “Shareholders”) regarding an unconditional mandatory cash offer (the “Mandatory Offer”) to acquire all outstanding shares in Edda Wind ASA (the “Company” or “Edda Wind”) not already owned by them, such Mandatory Offer to be made by Electric AS (the “Offeror”), a company jointly owned by the Shareholders.
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The Norwegian Financial Supervisory Authority (the “NFSA”, Nw.: Finanstilsynet), in its capacity as take-over supervisory authority in Norway, has today approved the offer document for the Mandatory Offer (the “Offer Document”) pursuant to section 6-14 of the Norwegian Securities Trading Act.
The offer price in the Mandatory Offer is NOK 23.00 (the “Offer Price”) in cash per Edda Wind share. The acceptance period under the Mandatory Offer is from 09:00 (CEST) on 28 May 2025 to 27 June 2025 at 16:30 (CEST). Settlement of the Mandatory Offer will take place within two weeks following the end of the acceptance period, and thus at the latest on 11 July 2025.
As the Offeror holds more than 90% of the shares and votes of the Company, the Offeror has resolved a compulsory acquisition of the remaining Edda Wind shares not already held by it (the “Compulsory Acquisition”) and the Offer Document therefore also includes notice of redemption price under the Compulsory Acquisition. The redemption price in the Compulsory Acquisition is the same as the Offer Price, i.e. NOK 23.00 in cash per Edda Wind share. The Compulsory Acquisition of the remaining shares in Edda Wind takes effect today, and, consequently, the Offeror is now the owner of 100% of the shares of Edda Wind as from 27 May 2025. A PDMR notice is attached to this announcement.
The complete terms and conditions of the Mandatory Offer and the Compulsory Acquisition are set out in the Offer Document. The Mandatory Offer may only be accepted on the basis of the Offer Document, which will be distributed to the shareholders in Edda Wind as registered in Euronext Securities Oslo (the Norwegian Central Securities Depository, VPS) as of the date of the Offer Document, except for shareholders in jurisdictions where it may not be lawfully distributed. The Offer Document may be obtained during ordinary business hours at the office of from DNB Carnegie, a part of DNB Bank ASA, located at Dronning Eufemias gate 30, 0191 Oslo, Norway, and will, subject to regulatory restrictions in certain jurisdictions, available at https://www.dnb.no/emisjoner.
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 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.
DNB Carnegie, a part of DNB Bank ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Mandatory Offer and the Compulsory Acquisition. Schjødt is acting as legal advisor.
Important notice
The Mandatory Offer and the distribution of this announcement and other information in connection with the Mandatory Offer may be restricted by law in certain jurisdictions. The Mandatory 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, include Canada, Australia, South Korea, New Zealand, South Africa, Hong Kong, and Japan. 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.
Shareholders of the Company must rely upon their own examination of the Offer Document. 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 Mandatory 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 Mandatory 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 Mandatory Offer is 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.
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