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 stock exchange announcements by Aker Horizons ASA (the “Company” or “Aker Horizons”) today regarding the expiration of the creditor notice period for the triangular mergers with Aker Offshore Wind AS (“Aker Offshore Wind” or “AOW”) and Aker Clean Hydrogen AS (“Aker Clean Hydrogen” or “ACH”), whereby Aker Horizons will issue consideration shares in both mergers, and the respective merging companies’ resolution to complete the mergers.
The mergers have now been completed by registration in the Norwegian Register of Business Enterprises (“NRBE”). The mergers contemplate that the Company’s wholly-owned subsidiaries, AH Tretten AS and AH Seksten AS, will absorb all of the assets, rights and obligations of AOW and ACH, respectively, and that AOW and ACH are dissolved.
As a result, Aker Horizons has resolved to issue 80,612,586 new ordinary shares as merger consideration to the relevant eligible shareholders in AOW and ACH. The resolution to increase the Company’s share capital is based on the authorization granted to the board by the ordinary general meeting held in the Company on 22 April 2022. The Company’s new share capital is accordingly NOK 690,348,751, divided into 690,348,751 shares, each having a nominal value of NOK 1.00.
DNB Markets, a part of DNB Bank ASA, and Carnegie AS are engaged as financial advisers to the Company and Advokatfirmaet BAHR AS is acting as legal counsel to the Company.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This announcement is issued for information purposes only and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities mentioned herein, including the consideration shares expected to be issued as part of the Merger, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act or in a transaction not subject to the US 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. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. 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 Horizons nor Aker Offshore Wind AS or Aker Clean Hydrogen AS 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 or otherwise.
DNB Markets and Carnegie are acting exclusively for Aker Horizons in connection with the mergers and for no one else and will not be responsible to anyone other than Aker Horizons for providing the protections afforded to its clients or for providing advice in relation to the mergers.
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 Horizons or otherwise.