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Oslo, 5 November 2021 - Reference is made to the announcement on 5 November 2021
and the offer document dated 5 October 2021 (the “Offer Document”) for the
recommended voluntary offer (the “Offer”) by Octopus Bidco AS (the “Offeror”), a
company indirectly wholly owned by funds advised by Kohlberg Kravis Roberts &
Co. L.P. and its affiliates (“KKR”) for all outstanding shares in Ocean Yield
ASA (the “Company”) against a consideration in cash of NOK 40.519 per share, as
adjusted downwards from NOK 41 per share for the dividend payment resolved by
the Company, in accordance with the terms of the Offer. The offer price is
subject to any further adjustments in accordance with the terms of the Offer,
including but not limited to the FPSO Price Adjustment (if applicable), as
defined in the Offer Document.
Upon expiry of the acceptance period today, 5 November 2021 at 16:30 hours
(CET), the Offeror has based on a preliminary review received acceptances under
the Offer for a total of 165,193,187 shares, equivalent to 94.2% of the shares
and votes in the Company on a fully diluted basis.
In consequence, the Offeror has crossed the reportable threshold of 90% of the
rights to the shares and votes in the Company. Subject to completion of the
Offer, the Offeror will acquire the shares and voting rights in the Company no
later than 17 Business Days (as defined in the Offer Document) after the date on
which the Offeror has announced that the closing conditions in the Offer have
been met and/or waived (as applicable), expected to be on or about 8 November
2021.
The full chain of controlled undertakings for the Offeror is displayed in the
attached legal chart.
The calculation of the number of Shares tendered in the Offer is preliminary and
remains subject to potential adjustments through a verification process
currently being undertaken by the receiving agent for the Offer. The final
result of the Offer will be announced once confirmed by the receiving agent,
expected to be on or about 8 November 2021.
This announcement is made pursuant to section 4-2 of the Norwegian Securities
Trading Act.
Advisers
Arctic Securities AS is acting as financial advisor to the Offeror and receiving
agent in connection with the Offer. Wikborg Rein Advokatfirma AS and Simpson
Thacher & Bartlett LLP are acting as legal advisors to the Offeror in connection
with the Offer.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in
connection with the Offer. Advokatfirmaet BAHR AS is acting as legal advisor to
Aker ASA and Aker Capital AS in connection with the Offer.
Contacts
Ocean Yield ASA: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield
ASA), Tel +47 24 13 01 82, e-mail: marius.magelie@oceanyield.no.
The Offeror and KKR: Bjørn Richard Johansen (press contact) at First House, Tel
+47 47 80 01 00, e-mail: brj@firsthouse.no.
About KKR:
KKR is a leading global investment firm with approximately USD 429 billion in
assets under management as of June 2021 and has a 45-year history of leadership,
innovation and investment excellence. In the past 15 years, KKR has grown by
expanding its geographical presence and building businesses in new sectors, such
as credit, special situations, equity strategies, hedge fund solutions, capital
markets, infrastructure, energy and real estate. KKR’s new efforts are based on
its core principles and industry expertise, allowing it to leverage the
intellectual capital and synergies across its businesses, as well as to
capitalize on a broader range of opportunities.
KKR has significant experience and deep roots in infrastructure investing. KKR
Infrastructure currently manages over USD 38 billion and has made 52 investments
globally over the last 13 years.
KKR believes that the thoughtful management of environmental, social, and
governance (ESG) issues are an essential part of long-term success in a rapidly
changing world. KKR was one of the first major alternative assets investors to
sign the United Nations-backed Principles for Responsible Investment (PRI) in
2009, and KKR’s Responsible Investment Policy (2020) articulates its approach to
integrating the consideration of ESG risks and value creation opportunities into
investment processes globally.
References to KKR’s investments in this announcement may include the activities
of its sponsored funds and insurance subsidiaries.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company 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, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer is made to holders of Shares resident in the United States (“U.S.
Holders”) on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, is disseminated to U.S. Holders on a
basis comparable to the method that such documents are provided to the Company’s
other shareholders to whom an offer is made. The Offer is made by the Offeror
and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including with respect
to the offer timetable, settlement procedures and timing of payments, that are
different from those that would be applicable under U.S. domestic tender offer
procedures and law.
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 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 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 advisors 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.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
Kilde
