NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made to the previous stock exchange announcements by Aker Offshore Wind AS (“Aker Offshore Wind” or “AOW”) regarding the contemplated merger with Aker Horizons ASA (“Aker Horizons”). The merger will be carried out as a triangular merger whereby AOW will merge with Aker Horizons’ wholly-owned subsidiary AH Tretten AS as the surviving entity and Aker Horizons will issue consideration shares.
The creditor notice period for the merger has now expired, in accordance with section 13-17 of the Norwegian Public Limited Liability Companies Act, without any creditors objecting. All conditions for completion of the merger are therefore fulfilled. The boards of Aker Offshore Wind and AH Tretten AS have therefore resolved to complete the merger by final registration in the Norwegian Register of Business Enterprises after close of trading on the Oslo Stock Exchange today, Friday 17 June 2022 (the "Effective Date") which will be the last day of trading in the AOW shares on Euronext Growth (Oslo).
Eligible shareholders in AOW (other than Aker Horizons) will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW as of the expiry of the Effective Date, as such shareholders appear in the respective shareholder register with Euronext Securities Oslo (the “VPS”) as at the expiry of Tuesday 21 June 2022 (the “Record Date”).
The consideration shares will be delivered to the eligible shareholders through VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the number of consideration shares delivered to each eligible AOW shareholder will be rounded down to the nearest whole number. Excess shares, which as a result of this round down will not be allotted, will be issued to and sold by DNB Markets, a part of DNB Bank ASA. The sales proceeds will be given to Aker Horizons, which will give the sales proceeds further to charity.
The merger is executed and implemented in parallel with a contemplated triangular merger between Aker Horizons and Aker Clean Hydrogen AS (“ACH”). Upon completion of both mergers, the shareholders of ACH and AOW will receive a total of up to 80,612,586 consideration shares in Aker Horizons.
Pareto Securities AS is engaged as financial adviser to AOW and Advokatfirmaet Thommessen AS is acting as legal counsel to AOW.
For further information, please contact:
Tom Selwood, +44 (0)7743 502455, email@example.com
Maria Lanza Knudsen, +47 484 42 426, firstname.lastname@example.org
About Aker Offshore Wind
Aker Offshore Wind is an offshore wind developer focused on assets in deep waters and specialized on floating energy systems. With global operations, the current portfolio consists of development projects and prospects located in Asia, North America and Europe. Aker Offshore Wind effectively deploys cost effective technologies from decades of offshore energy development. The company is majority-owned by Aker Horizons, an investment company dedicated to creating value and reducing emissions from renewable energy and decarbonization technologies.