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Oslo, 24 April 2025
REC Silicon ASA (the “Company”) today announces the agreement for a
recommended voluntary all cash offer (the “Offer”) by Anchor AS (the
“Offeror”), to acquire all issued and outstanding shares in the Company (the
“Shares”) at an offer price of NOK 2.20 per Share (the “Offer Price”),
representing an aggregate equity value of the Company of approximately NOK 925
million (based on 420,625,659 shares outstanding).
The Offeror is a newly formed Norwegian limited liability company established
by the two largest shareholders of the Company, Hanwha Corporation and Hanwha
Solutions Corporation, for the purposes of the Offer.
The board of directors of the Company (excluding its members having a conflict
of interest) (the “Board”) has unanimously resolved that it recommends the
shareholders of the Company (the “Shareholders”) to accept the Offer.
Kurt Levens, CEO of the Company, commented: “Hanwha has been a supporting
shareholder of the Company for many years, not least in a period which has
been challenging for the Company, and REC believes the opportunities that this
offer represents in respect of an enhanced partnership with Hanwha is firmly
in its interest and in the interests of all the Company’s stakeholders
including the shareholders.”
Ki Won Yang, CEO of Hanwha Corporation, commented: “Hanwha, recognizing its
responsibility as REC Silicon ASA’s largest shareholder amid the company’s
deep financial distress and strategic challenges, has decided to launch a
voluntary tender offer to acquire all shares and delist REC from the Oslo
Stock Exchange; following delisting, Hanwha plans to provide adequate
financial support and streamline governance to help stabilize operations.”
Key highlights and summary of the Offer:
The offer price represents a premium of:
- 28% to the closing price of the shares on Oslo Stock Exchange on 24 April
2025 of NOK 1.72, which was the last trading day prior to the announcement of
the Offer;
- 31% to the volume weighted average price of NOK 1.66 of the Shares for the
one month period ending on 24 April 2025;
- 54% to the volume weighted average price of NOK 1.43 of the Shares for the
three months period ending on 24 April 2025; and
- 52% to the volume weighted average price of NOK 1.45 since the Company’s
announcement regarding a strategic review on 30 December 2024.
The Offeror has received pre-commitments to accept the Offer from Hanwha
Corporation and Hanwha Solutions Corporation, who together hold Shares
representing approximately 33.33% of the Shares as at the date of this
announcement (the “Pre-Acceptances”).
The Offer will be subject to conditions, including but not limited to the
Offer being accepted to such extent that the Offeror becomes the owner of
Shares representing more than 90% of the Shares and voting rights in the
Company. A summary of the other key terms and conditions of the Offer is set
out below in this announcement.
The Offer Price
The Shareholders will be offered NOK 2.20 in cash per Share. The total value
of the Offer is approximately NOK 925 million based on the number of
outstanding Shares at the date of this announcement. No commission will be
charged in connection with settlement of the Offer.
Should the Company, prior to settlement of the Offer, (i) change the Company’s
share capital, the number of Shares issued or the par value of the Shares,
(ii) resolve to distribute any dividends or make any other distributions to
the Shareholders with a record date prior to settlement of the Offer, (iii)
issue instruments which give the right to require further Shares to be issued,
or (iv) announce that the Company has decided on any such measures, the Offer
Price will be adjusted to compensate for the effects of such decisions as set
out in the Offer Document (as defined below).
Board recommendation
The Board has unanimously resolved that it recommends the Shareholders to
accept the Offer. The Board believes the terms of the Offer are in the best
interests of the Company and the Shareholders as a whole based on an
assessment of various factors, including but not limited to (i) the fact that
the Company’s operations and revenues have been reduced to a level that is
better suited for private ownership, especially considering the significant
debt load of the Company, the need for future financing and the opportunities
for synergies and business optimization; and (ii) the offer price compared to
the range and uncertainty of future outcomes for the business, as well as the
premium over recent trading levels. In making its recommendation, the Board
has received a fairness opinion from Arctic Securities AS, as an independent
third party, concluding that the Offer is fair from a financial point of view.
Background and rationale for the Offer
Based on the current financial situation, it is the Offeror’s view that in
order to safeguard the future of the Company and retain remaining Shareholder
values, the best viable path for the Company is to be taken into private
ownership through a delisting from the Oslo Stock Exchange. In order to
provide the other Shareholders with an opportunity to exit their investment,
the Offer will allow the Shareholders to tender their shares at a premium to
recent trading prices.
The main objective for transaction is to seek the continuation of the
Company’s business operations. The Offeror and the Hanwha group will strive to
develop the business, and at the same time combine and integrate the business
into the Hanwha group’s existing business structure.
As part of the discussions regarding the Offer, the Hanwha group has confirmed
its intention to financially support the Company’s operations, which may
include an extension of existing shareholder loans or a new bridge loan.
Offer document
The complete details of the Offer, including all terms and conditions, will be
included in an offer document (the “Offer Document”) to be sent to all
eligible Shareholders following review and approval by the Norwegian Takeover
Authority pursuant to Chapter 6 of the Norwegian Securities Trading Act. The
Offer Document is expected to be approved during the week commencing on 19 May
2025. The Offer may only be accepted on the basis of the Offer Document.
The Offeror’s obligation to launch the Offer is subject to the following
conditions, which are for the sole benefit of the Offeror and may be waived,
in whole or in part, by the Offeror:
(i) The Pre-Acceptances remain valid and in full force;
(ii) No breach of the Transaction Agreement; and
(iii) That the conditions for completion of the Offer (the “Closing
Conditions”) shall not have been made impossible to satisfy and the Closing
Conditions (ii) to (viii) below shall remain fulfilled at all times.
The Offer will be financed by liquidity resources available to the Offeror.
The Offer is not subject to any conditions as to financing or due diligence.
As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to fulfilment or waiver by the Offeror (in its sole
discretion), in whole or in part, of the following conditions:
(i) shareholders of the Company representing (when taken together with any
shares acquired or agreed to be acquired by the Offeror) more than 90% of the
issued and outstanding share capital and voting rights of Company on a fully
diluted basis (as defined in the Offer Document) having validly accepted the
Offer;
(ii) the Board shall not have amended or withdrawn its recommendation of the
Offer;
(iii) no Material Adverse Change (as defined in the Offer Document) shall have
occurred between the date of the Transaction Agreement and until settlement of
the Offer;
(iv) no court or governmental or regulatory authority of any competent
jurisdiction shall have taken any form of legal action that will restrain or
prohibit the consummation of the Offer;
(v) the Company shall not make, or propose to make, any changes to the share
capital of the Company, issue any rights which entitle the holder to acquire
or subscribe Shares, or resolve any distributions to its shareholders;
(vi) the Company shall conduct its business in the ordinary course of business
in all material respects;
(vii) no material breach by the Company of the Transaction Agreement shall
have occurred, and that the Company has not terminated the Transaction
Agreement; and
(viii) neither the Company nor its subsidiaries shall have taken any action or
steps for the winding up or termination of the business of the Company or its
subsidiaries
If as a result of the Offer, the Offeror acquires and holds more than 90% of
all Shares representing more than 90% of the voting rights in the Company, the
Offeror will have the right and intends to carry out a compulsory acquisition
of the remaining Shares. Also, if, as a result of the Offer or otherwise, the
Offeror holds a sufficient majority of the Shares, the Offeror intends to
propose that the general meeting of the Company passes a resolution to apply
to de-list the Shares from the Oslo Stock Exchange.
The recommendation from the Board of the Company will be included in the Offer
Document. The recommendation from the board of directors of the Company is
expected to not be a formal statement made pursuant to sections 6-16 and 6-19
of the Norwegian Securities Trading Act. The Company will, if necessary and in
consultation with the Norwegian Financial Supervisory Authority (acting as
takeover authority), engage an independent third party to give such a
statement on its behalf.
The initial offer period in the Offer will commence following publication of
the Offer Document and is expected to last for 20 business days (the “Offer
Period”), subject to any extensions by the Offeror (one or more times and at
its sole discretion) up to a maximum offer period of up to 10 weeks.
The Company and the Offeror have entered into a transaction agreement (the
“Transaction Agreement”) regarding the Offer, and the Offer will be subject to
continued compliance with the terms of the Transaction Agreement.
The Offer will not be made in any jurisdiction in which the making of the
Offer would not be in compliance with the laws of such jurisdiction. The Offer
may not be accepted by Shareholders who cannot legally accept the Offer.
The Company would like to provide the following preliminary estimates and
figures for Q1 2025: Q1 2025 EBITDA loss of approximately USD 4.6 million and
Q1 2025 revenue of approximately USD 21.4 million. The cash balance on 31
March 2025, was USD 16.8 million.
Advisers
DNB Markets, a part of DNB Bank ASA is acting as financial advisor and
receiving agent and Advokatfirmaet Wiersholm AS is acting as legal advisor to
the Offeror. Arctic Securities AS is acting as financial advisor and
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
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.
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 prohibited by applicable law, including, without
limitation, Canada, Australia, South Korea, New Zealand, South Africa, Hong
Kong and Japan. 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 a tender offer
document and, as such, is not intended to and does not 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 provided in the Offer Document. Offers 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.
Shareholders of the Company must rely upon their own examination of the Offer
Document. 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.
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 earning
per Share.
Forward-looking statements
This announcement, oral statements made regarding the Offer, and other
information published by the Offeror and/or the Company may contain statements
which are, or may be deemed to be, “forward looking statements”. Such forward
looking statements are prospective in nature and are not based on historical
facts, but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which the group will
operate in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
those statements. The forward-looking statements contained in this
announcement relate to the group’s future prospects, developments and business
strategies, the expected timing and scope of the Offer and other statements
other than historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology, including the
terms “believes”, “estimates”, “will look to”, “would look to”, “plans”,
“prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”,
“budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”,
“cost-saving”, “projects” “intends”, “may”, “will” or “should” or their
negatives or other variations or comparable terminology. Forward-looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses,
contract renewals and future prospects; (ii) business and management
strategies and the expansion and growth of the Company’s operations; and (iii)
the effects of global economic and political conditions and governmental
regulation on the Company’s business. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. These events and
circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from
those expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company nor
the Offeror nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.
The forward-looking statements speak only at the date of this document. All
subsequent oral or written forward-looking statements attributable to any
member of the Company group, the Offeror or any member of their respective
group, or any of their respective members, associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
The Company, the Offeror and each member of their respective groups expressly
disclaim any obligation to update such statements other than as required by
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
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 will be 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, will be 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 will be 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 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.
Contacts
Kurt Levens
CEO, REC Silicon
kurt.levens@recsilicon.com
Nils O. Kjerstad
IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@recsilicon.com
About REC Silicon
REC Silicon is a leading producer of advanced silicon materials, delivering
high-purity silicon gases to the solar and electronics industries worldwide.
We combine over 40 years of experience and proprietary technology with the
needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the
Company is headquartered in Lysaker, Norway.
For more information, go to: www.recsilicon.com
This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2025-04-24 20:04 CEST.
Kilde
