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.
- Aker Offshore Wind and
Aker Horizons to combine in an all-stock merger that will reposition AOW as a privately held subsidiary ofAker Horizons -
Shareholders in Aker Offshore Wind (other than
Aker Horizons ) will receive 0.1304 merger consideration shares inAker Horizons for each share owned in AOW. The exchange ratio is based on the 30 day volume weighted average share price for each of Aker Offshore Wind andAker Horizons and implies a share price ofNOK 3.01 per AOW share, representing a premium of 6.9% to the closing price of AOW on29 March 2022 . Benefits for all shareholders including increased free float and liquidity, and shared upside towards future value creation Aker Horizons intends to combine Aker Offshore Wind with its portfolio companyMainstream Renewable Power ("Mainstream"). The strong industrial logic for combining AOW and Mainstream includes complementary footprint and capabilities, increased scale, and improved access to financing for AOW projects
Creating a global offshore wind player
Aker Offshore Wind and
The combination of AOW and Mainstream can play a critical role in fast tracking renewable energy development across a variety of technologies, including hydrogen as an emerging application for offshore wind, as this industry accelerates. Combining AOW's strong technical and engineering capabilities and early mover position in floating offshore wind with Mainstream's proven project development methodology, execution track record and global presence unlocks new opportunities worldwide.
Joining forces in key growth regions such as
The merger provides a strong basis for realizing AOW's project portfolio and accelerating growth. Becoming part of a stronger platform is expected to yield enhanced access to financing from more diverse sources and at a lower cost of capital.
"Accelerating the energy transition must be our priority to meet the dual challenges of the climate crisis and energy security, with offshore wind and clean hydrogen emerging as two essential pillars for this transition," said
Repositioning AOW as a private subsidiary of
The Company has today agreed a merger plan with
Fractions of shares will not be allotted, and for AOW shareholders consideration 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
In preparation for the Merger, Aker Offshore Wind and
The Merger is executed and implemented in parallel with a contemplated similar triangular merger between
Preliminary timetable:
May -
Advisors
IMPORTANT NOTICE
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This announcement was published by
This announcement is issued for information purposes only and does not constitute notice to a general meeting or a merger plan, nor does it 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 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
Any decision with respect to the proposed Merger should be made solely on the basis of information to be contained in the actual notices to the general meeting of AOW and the merger plan (with pertaining documents) related to the Merger. You should perform an independent analysis of the information contained therein when making any investment decision.
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 Offshore Wind nor
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 Offshore Wind or otherwise.
Investor contact:
Media contact:
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
https://news.cision.com/aker-offshore-wind-as/r/aker-offshore-wind-and-aker-horizons-announce-merger-plan,c3535325
https://news.cision.com/aker-offshore-wind-as/i/2-dsc01413,c3031203
(c) 2022 Cision. All rights reserved., source