Announcement of final exchange ratio in relation to the contemplated merger with Aker Solutions ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER 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.
OSLO, Norway, Sept. 18, 2020 /PRNewswire/ — Reference is made to the previous stock exchange announcements made by Kværner ASA (“Kvaerner“) regarding the contemplated merger with Aker Solutions ASA (“Aker Solutions“) as further set out in the merger plan dated 17 July 2020 (the “Merger“) and the notice of an extraordinary general meeting in Kvaerner to be held on 25 September 2020, regarding approval of the Merger plan (the “EGM“).
The Merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved. As merger consideration, Aker Solutions will issue consideration shares (“Consideration Shares“) to eligible Kvaerner’s shareholders based on exchange ratio determined by the volume weighted average price (“VWAP“) 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) that commenced 19 August 2020 and ended 17 September 2020. During the period, the VWAP of Kvaerner was 7.9546 and the VWAP of Aker Solutions was 9.7206. As a result, eligible shareholders in Kvaerner will receive 0.8183 Consideration Share[s] for each share in Kvaerner they own as at the expiry of the date of effective date of the Merger (the “Effective Date“), which is expected to occur on or about 10 November 2020, as such shareholders appear in the shareholders register with VPS as at the expiry of the second trading day thereafter (the “Record Date“), expected to be on or about 12 November 2020. Fractions of shares will not be allotted, and for each eligible Kvaerner shareholder the Consideration Shares will be rounded down to the nearest whole number. Excess Consideration 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).
Upon the completion of the Merger, Aker Solutions is consequently expected to issue up to 220 122 700 Consideration Shares at the Effective Date. Any treasury shares held by Kvaerner as at the Effective Date will not be eligible for exchange with Consideration Shares.
The updated expert report from KPMG reflecting the final exchange ratio is available at www.kvaerner.com
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 a US Person as defined in Regulation S of the Securities Act, or (ii) an “accredited investor” 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) 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.
About Kvaerner:
Kvaerner is a project execution specialist and a trusted advisor for our customers. We provide engineering, procurement and construction (EPC) services and deliver advanced offshore and onshore installations around the world.
We have offices in seven countries and approximately 2 800 employees. Health, Safety, Security and Environment (HSSE) has the highest priority in our work, and we aim to deliver technology and solutions in a safe and sustainable way. Our passion, experience and expertise realise values for costumers and societies. Kværner ASA, through its subsidiaries and affiliates is an international contractor and preferred partner for operators and contractors within oil and gas, renewable energy and in the field of engineering and fabrication.
In 2019, Kvaerner’s Field Development segment had consolidated annual revenues of NOK 9.4 billion and the company reported an order backlog at 30 June 2020 of NOK 9 billion. Kvaerner is publicly listed with the ticker “KVAER” at the Oslo Stock Exchange. For further information, please visit www.kvaerner.com.
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IMPORTANT NOTICE
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 in United States of the securities mentioned in this announcement will be made solely to U.S. 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.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
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 clients 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 clients 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.
For further information, please contact:
Investor contact:
Øyvind Halvorsen
VP Treasury
Kvaerner
+Mob: +47 976 97 620
email: [email protected]
Media:
Torbjørn Andersen
Head of Communications & IR
Kvaerner
Mob: +47 928 85 542
email: [email protected]
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