OSLO, Norway, May 9, 2025 /PRNewswire/ -- Reference is made to the announcements today by Aker Horizons ASA ("AKH") and Aker Carbon Capture ASA ("ACC") regarding respective transactions involving Aker entities.
The independent transactions are the outcome of a comprehensive strategic review of alternatives for a refinancing of Aker Horizons. The proposed totality will also simplify and consolidate Aker ASA's ("Aker") ownership. Full announcements, including transaction details, are available at www.akerhorizons.com [https://c212.net/c/link/?t=0&l=en&o=4424072-1&h=1478991096&u=http%3A%2F%2Fwww.akerhorizons.com%2F&a=www.akerhorizons.com] and www.akercarboncapture.com [https://c212.net/c/link/?t=0&l=en&o=4424072-1&h=3017166067&u=http%3A%2F%2Fwww.akercarboncapture.com%2F&a=www.akercarboncapture.com].
In summary, the main elements are:
1. Aker Horizons:
a. Aker Horizons Holding to merge with a subsidiary of Aker ASA against
a merger consideration, whereby AKH shareholders (other than Aker
Capital, an Aker ASA subsidiary) will receive 0.001898 shares in Aker
ASA and NOK 0.267963 in cash for each share owned in AKH (subject to
rounding). The exchange rate is based on the 30-day volume-weighted
average share price for each company. Aker Horizons Holding
encompasses all business activities of the Aker Horizons group,
including its shareholding in Aker Carbon Capture ASA (ACC),
investment in Mainstream Renewable Power, and the Narvik properties.
b. Aker ASA will settle the consideration shares in the merger with
treasury shares or issue new shares pursuant to current board
authorizations.
c. AKH's NOK 2.5 billion green bond will be redeemed before the original
maturity date of August 15, 2025, using existing cash reserves,
thereby reducing cash interest costs that would have accrued until
the bond's maturity.
d. Bondholders in the NOK 1.6 billion convertible bond will be offered
redemption at 93% of par value. Aker Capital will remain with NOK 1.3
billion of this debt.
e. The debtor position of other loans in AKH will be moved to Aker
Horizons Holding and continued.
2. Aker Carbon Capture:
a. A subsidiary of Aker Capital will acquire the 20% ownership interest
in SLB Capturi AS for a cash consideration of NOK 635 million and
undertake guarantee commitments to cover ACC's parent company
guarantees and liabilities towards SLB in relation to the
partnership. These agreements will increase the distributable
reserves in ACC, ensuring a significant liquidity event for ACC
shareholders. Following completion of the sale of the ownership
interest in SLB Capturi, the ACC Board of Directors will propose that
shareholders approve a dividend payment of approximately NOK 1.7
billion.
Final approval of certain transaction matters is subject to the approval of extraordinary general meetings in both AKH and ACC. The boards of all involved companies believe that the mergers and transactions described in the announcements are in the best commercial interests of the respective companies and their shareholders and have deemed it advisable to complete the transactions as announced.
Please also find attached a shareholder letter from Kjell Inge Røkke, Chairman of Aker.
For further information, please contact:
Svein Oskar Stoknes, Chief Financial Officer Aker ASA
Tel: +47 948 04 643
Email: svein.stoknes@akerasa.com [mailto:svein.stoknes@akerasa.com]
Atle Kigen, Head of Media Relations and Public Affairs Aker ASA
Tel: +47 907 84 878
Email: atle.kigen@akerasa.com [mailto:atle.kigen@akerasa.com]
This information is considered to be inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Laila Hop, Paralegal, Aker ASA, on May 9, 2025, at 07.00 CEST.
This information was brought to you by Cision http://news.cision.com [https://c212.net/c/link/?t=0&l=en&o=4424072-1&h=3912745965&u=http%3A%2F%2Fnews.cision.com%2F&a=http%3A%2F%2Fnews.cision.com]
https://news.cision.com/aker-asa/r/aker-asa--announces-transactions-with-aker-horizons-and-aker-carbon-capture,c4147908 [https://c212.net/c/link/?t=0&l=en&o=4424072-1&h=2825111244&u=https%3A%2F%2Fnews.cision.com%2Faker-asa%2Fr%2Faker-asa--announces-transactions-with-aker-horizons-and-aker-carbon-capture%2Cc4147908&a=https%3A%2F%2Fnews.cision.com%2Faker-asa%2Fr%2Faker-asa--announces-transactions-with-aker-horizons-and-aker-carbon-capture%2Cc4147908]
The following files are available for download:
https://mb.cision.com/Main/18835/4147908/3438814.pdf Chairman Letter to Shareholders https://mb.cision.com/Public/18835/4147908/8ae088a57fb41e3a.pdf Brev til medaksjonærer
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Aker ASA