OSLO, NORWAY: Aker Horizons ASA introduced merger plans with Aker Offshore Wind AS and Aker Clean Hydrogen AS.
Aker Horizons and Aker Offshore Wind (AOW) to mix in an all-stock merger that will reposition AOW as a privately held subsidiary of Aker Horizons, with the intention to mix AOW with its portfolio firm Mainstream Renewable Power.
Strong industrial logic for combining AOW and Mainstream, collectively with complementary footprint and capabilities, elevated scale, and improved entry to financing for AOW projects.
Shareholders in Aker Offshore Wind (other than Aker Horizons) will obtain 0.1304 merger consideration shares in Aker Horizons for every share owned in AOW. The exchange ratio is based on the 30 day quantity weighted common share price for every of AOW and Aker Horizons.
Aker Horizons and Aker Clean Hydrogen to mix in an all-stock merger that will reposition ACH as a privately held subsidiary of Aker Horizons to speed up the event of large-scale hybrid decarbonization projects, integrating hydrogen manufacturing with downstream applications such as inexperienced iron.
Shareholders in Aker Clean Hydrogen (other than Aker Horizons) will obtain 0.2381 merger consideration shares in Aker Horizons for every share owned in ACH. The exchange ratio is based on the 30 day quantity weighted common share price for every of ACH and Aker Horizons.
Strengthening Aker Horizons’ capability to speed up the energy transition
Aker Horizons today announces merger plans with Aker Offshore Wind and Aker Clean Hydrogen, repositioning each companies as privately held subsidiaries within the Aker Horizons portfolio. The mergers will strengthen Aker Horizons’ capability to speed up the energy transition and maximize impact and worth creation.
The proposed merger with Aker Offshore Wind facilitates a mixture of AOW and Mainstream Renewable Power, one other subsidiary of Aker Horizons, to create an industrially and financially stronger renewable energy developer, topic to customary conditions collectively with settlement with Mainstream’s minority shareholders.
The consolidation of Aker Horizons’ pursuits in renewable energy will present improved entry to financing for AOW’s projects and speed up Mainstream’s transformation right into a global renewable energy main with main floating and fixed offshore wind capabilities. Combining AOW’s strong technical and engineering capabilities and early mover place in floating offshore wind with Mainstream’s confirmed project development methodology, execution track record and global presence unlocks new alternatives worldwide.
The proposed merger with Aker Clean Hydrogen will speed up the event of large-scale hybrid decarbonization projects integrating hydrogen manufacturing with downstream applications. Combining the strengths of Aker Clean Hydrogen with the monetary and broader industrial skillset of Aker Horizons, the merger will facilitate partnerships throughout worth chains, expand the chance set in new adjoining industries such as inexperienced iron, and enhance entry to aggressive capital, collectively with from Aker Asset Management.
Repositioning AOW as a private subsidiary by technique of a triangular merger
The Company has today agreed a merger plan with Aker Offshore Wind that will reposition AOW as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between AOW, Aker Horizons’ subsidiary AH Tretten AS because the surviving entity, and Aker Horizons because the issuer of merger consideration shares (the “AOW Merger”).
Shareholders in AOW will obtain 0.1304 merger consideration shares in Aker Horizons for every share owned in AOW on the efficient date of the AOW Merger. Aker Horizons has an oblique shareholding in AOW of roughly 51.02% and no consideration shares will be issued for such shareholding. The exchange ratio is based on the 30 day quantity weighted common share price for every of Aker Offshore Wind and Aker Horizons and implies a share price of NOK 3.01 per AOW share, representing a premium of 6.9% to the closing price of AOW on 29 March 2022.
It is contemplated that the consideration shares to be issued by Aker Horizons will be issued by the Board of Directors pursuant to the authorization proposed to be granted to the board by the Company’s annual general assembly to be held on 22 April 2022. Fractions of shares will not be allotted, and for AOW shareholders consideration shares will be rounded down to the closest whole number. Excess shares, which as a results of this spherical down will not be allotted, will be issued to and sold by DNB Markets, a half of DNB Bank ASA.
In preparation for the AOW Merger, Aker Horizons and AOW have conducted limited, customary due diligence reviews of sure business, financial, commercial and authorized information associated to their respective businesses.
Completion of the AOW Merger is topic to customary closing conditions, collectively with approval by the shareholders of AOW and the Board of Directors of Aker Horizons, however is not topic to any conditions with respect to financing, due diligence or materials adverse change. Aker Horizons has undertaken to vote in favour of the AOW Merger at AOW’s annual general assembly anticipated to be held on or about four May 2022.
Repositioning ACH as a private subsidiary by technique of a triangular merger
The Company has today agreed a merger plan with Aker Clean Hydrogen that will reposition ACH as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between ACH, Aker Horizons’ subsidiary AH Seksten AS because the surviving entity, and Aker Horizons because the issuer of merger consideration shares (the “ACH Merger”, and along with the AOW Merger, the “Mergers”).
Shareholders in ACH will obtain 0.2381 merger consideration shares in Aker Horizons for every share owned in ACH on the efficient date of the ACH Merger. Aker Horizons has an oblique shareholding in ACH of roughly 77.25% and no consideration shares will be issued for such shareholding. The exchange ratio is based on the 30 day quantity weighted common share price for every of Aker Clean Hydrogen and Aker Horizons and implies a share price of NOK 5.49 per ACH share, representing a premium of 16.7% to the closing price of ACH on 29 March 2022.
It is contemplated that the consideration shares to be issued by Aker Horizons will be issued by the Board of Directors based on the authorization proposed to be granted to the board by the Company’s annual general assembly to be held on 22 April 2022. Fractions of shares will not be allotted, and for ACH shareholders consideration shares will be rounded down to the closest whole number. Excess shares, which as a results of this spherical down will not be allotted, will be issued to and sold by DNB Markets, a half of DNB Bank ASA.
In preparation for the ACH Merger, Aker Horizons and ACH have conducted limited, customary due diligence reviews of sure business, financial, commercial and authorized information associated to their respective businesses. Completion of the ACH Merger is topic to customary closing conditions, collectively with approval by the shareholders of ACH and the Board of Directors of Aker Horizons, however is not topic to any conditions with respect to financing, due diligence or materials adverse change. Aker Horizons has undertaken to vote in favour of the ACH Merger at ACH’s annual general assembly anticipated to be held on or about four May 2022.
Assuming that each Mergers are completed, the shareholders of AOW and ACH will obtain as much as a complete of 80,612,586 consideration shares in Aker Horizons, constituting roughly 13.22% of Aker Horizons’ present total excellent shares.
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