Reference is made to the previous stock exchange notices made by Kværner ASA (“Kvaerner”) regarding the contemplated merger with Aker Solutions ASA (the “Merger”), including the notice (the “Notice”) of the extraordinary general meeting in Kværner ASA to be held on or about September 25, 2020 (the “EGM”) where approval of the Merger is on the agenda.
Upon completion of the Merger, it is contemplated that Aker Solutions ASA (“Aker Solutions”) will absorb all the assets, rights and obligations of Kvaerner and Kvaerner will be dissolved. Aker Solutions engineers the products, systems and services required to unlock energy. The company provides subsea production equipment, offshore field design, maintenance and modifications services as well as solutions to extend the lifetime of oil and gas fields. Aker Solutions’ goal is to maximize recovery and efficiency of oil and gas assets, while using its expertise to develop the sustainable solutions of the future.
The combined company will leverage industrial software and digital technology to optimise output and improve efficiencies in customer projects and operations. The combined company will be a dedicated supplier that adds value by offering early front-end customer engagement, concept and system solutions for renewables and decarbonisation projects in offshore wind, carbon capture, utilisation and storage, electrification and emerging energy segments such as hydrogen. The combined company will utilise its global footprint in brownfield services and subsea to enter international renewables markets.
Furthermore, the combined company will do fabrication at its own facilities or in cooperation with partners around the world. The combination of the two companies’ solutions and technologies provides a stronger offering of renewable energy solutions.
The combined company will drive improvement and change by early adoption of new industrial software and automation provided by world-class third-party suppliers.
At the beginning of 2020, Aker Solutions had approximately 16 000 employees, and Kvaerner had about 2 800 employees. As an adaption to changing markets, both companies have prior to the Merger commenced necessary reductions of capacities and cost. The combined cost-cutting initiatives aim to reduce the fixed cost-level by about NOK 1.5 billion on an annualised basis, from 2019 to 2021.
The combined company will have about 15 000 employees in more than 50 locations around the world, including about 8 000 employees in Norway. Combined pro-forma 2019 revenues for the companies were about NOK 38 billion, with an EBITDA of NOK 2.7 billion.
The combined company will have operations in about 25 countries. This includes offices for concept development, engineering and project execution, as well as effective fabrication yards and facilities for manufacturing of advanced equipment.
Please refer to the following documents (the “Reference Documents”):
· Aker Solutions’ annual report for the financial years 2017, 2018 and 2019
· Aker Solutions’ interim report for the three and six months ended 30 June 2020; and
· Stock exchange announcements published by AKER SOLUTIONS on its ticker “AKSO” on www.newsweb.no since 1 January 2020.
You should rely only on the information about Aker Solutions contained or referred to in this statement. Aker Solutions has not authorised any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Aker Solutions is not making any offer of any securities in any jurisdiction where not permitted. You should assume that the information appearing in this statement and the Reference Documents is accurate as of their respective dates. Aker Solutions’ business, financial condition and results of operations and prospects may have changed since those dates.
You may request a free copy of the Reference Documents by contacting Aker Solutions at firstname.lastname@example.org.
Aker Solutions’ filings are also available on its website at http://www.akersolutions.com. The information on Aker Solutions’ website is not, and should not be deemed to be a part of this announcement.
When making a voting decision with respect to the items set forth in the EGM, please be advised that any investment in Aker Solutions’ securities involves risks. Please see the section entitled “Risk Factors” of Aker Solutions ASA’s annual reports and the exempted document published by Aker Solutions on September 4, 2020 (the “Exempted Document”) to read about factors you should consider when casting your vote on the EGM and receiving Aker Solutions consideration shares.
U.S. Restriction on receipt of consideration shares
The merger plan provides that as merger consideration the shareholders of Kværner ASA shall receive a number of shares in Aker Solutions ASA (the “Consideration Shares”) based on a volume weighted average price for the shares in Aker Solutions and Kvaerner on the Oslo Stock Exchange during a period of 30 days (incl. both trading days and non-trading days) commencing two trading days after the Aker Solutions shares trades ex the dividend that was resolved to be distributed in an EGM held in Aker Solutions on 14 August 2020 (see Aker Solutions previous stock exchange notices for more information). The Aker Solutions share commenced trading ex such dividend on 17 August 2020, and the 30-day period commenced on 19 August 2020. One share in Kvaerner shall however always give Kvaerner shareholders right to at least 0.7629 Consideration Shares and maximum 1.1404 Consideration Shares for each share in Kværner ASA they own as at the effective date of the Merger, which in total provides the shareholders in Kvaerner with an ownership interest in the range between 43 percent to 53 percent in the combined company. The 30 day period will end on September 17, 2020, and the final exchange ratio is expected to be announced on or about this date, or as soon as it is ready. Fractions of shares will not be allotted, and for each shareholder the shares 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 Skandinaviska Enskilda Banken AB (publ) (Oslo branch). The sales proceeds will be given to Aker Solutions, which is free to give the sales proceeds further to charity.
The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. Consideration Shares will therefore only be delivered to Kvaerner shareholders that are either (i) not US persons as defined in Regulation S of the Securities Act, or (ii) “accredited investors” as defined in Regulation D of the Securities Act (“Eligible Shareholders”). Shareholders in Kvaerner that are not Eligible Shareholders will receive cash-in-lieu of the Consideration Shares following a sale of such Consideration Shares as they would otherwise be entitled to receive. Such Consideration Shares as the non-Eligible Shareholders would otherwise be entitled to, will be sold by Skandinaviska Enskilda Banken AB (publ) (Oslo branch) for the account of and for the risk of the relevant beneficiary with a proportional distribution of net sales proceeds among the non-Eligible Shareholders.
The Consideration Shares issued to Eligible Shareholders will constitute “restricted securities” under the U.S. Securities Act. As a condition to receiving Consideration Shares, each Eligible Shareholder who is an accredited investor will agree not to offer or sell any of the Consideration Shares received for a period of one year from issuance except pursuant to an applicable exemption from the registration requirements of the U. S. Securities Act.
THE CONSIDERATION SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION. THE COMPANY DOES NOT PLAN TO REGISTER THE ISSUANCE OR RESALE OF THE SHARES UNDER THE U.S. SECURITIES ACT.
THE CONSIDERATION SHARES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AS APPLICABLE OR (C) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE U.S. STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF AKER SOLUTIONS HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Aker Solutions or Kvaerner. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither Aker Solutions nor Kvaerner intend to register any part of their securities in the United States or to conduct a public offering of securities in the United States. Any sale, offer or delivery of the securities mentioned in this announcement will be made solely to shareholders of Kvaerner who are (i) non-U.S. persons as defined in Regulation S of the Securities Act, or (2) “accredited investors” as defined under Regulation D of the Securities Act.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Aker Solutions and Kvaerner believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which Aker Solutions and Kvaerner operate, Aker Solutions and Kvaerner’s ability to attract, retain and motivate qualified personnel, changes in Aker Solutions’ and Kvaerner’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Neither Aker Solutions nor Kvaerner guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Neither Aker Solutions nor Kvaerner undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Skandinaviska Enskilda Banken AB (publ) is acting exclusively for Aker Solutions in connection with the merger and for no one else and will not be responsible to anyone other than Aker Solutions for providing the protections afforded to its customers or for providing advice in relation to the merger.
Arctic Securities AS is acting exclusively for Kvaerner in connection with the merger and for no one else and will not be responsible to anyone other than Kvaerner for providing the protections afforded to its customers or for providing advice in relation to the merger.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Aker Solutions or Kvaerner. Neither Skandinaviska Enskilda Banken AB (publ), Arctic Securities AS nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5 -12 the Norwegian Securities Trading Act.