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 Clean Hydrogen AS (the "Company", "Aker Clean Hydrogen" or "ACH") today
announces a merger plan with Aker Horizons ASA ("Aker Horizons"):
· Aker Clean Hydrogen and Aker Horizons to combine in an all-stock merger that
will reposition ACH as a privately held subsidiary of Aker Horizons
· Shareholders in Aker Clean Hydrogen (other than Aker Horizons) will receive
0.2381 merger consideration shares in Aker Horizons for each share owned in ACH.
The exchange ratio is based on the 30 day volume weighted average share price
for each of Aker Clean Hydrogen and Aker Horizons and implies a share price of
NOK 5.49 per ACH share, representing a premium of 16.7 percent to the closing
price of ACH on 29 March 2022. Benefits for all shareholders include increased
free float and liquidity, and shared upside towards future value creation
· Aker Horizons plans to accelerate the development of large-scale hybrid
decarbonization projects integrating hydrogen production with downstream
applications, such as green iron
Unlocking value through hybrid projects
Aker Clean Hydrogen and Aker Horizons today announce a merger plan to strengthen
the integration of hydrogen production with downstream applications in large
-scale hybrid decarbonization projects. The merged entity will continue serving
the fast-growing global markets for hydrogen, ammonia and methanol, building on
ACH's portfolio of projects to decarbonize hard-to-abate sectors. Combining the
strengths of Aker Clean Hydrogen with the financial and broader industrial
skillset of Aker Horizons, the merger will facilitate partnerships across value
chains and expansion into new adjacent opportunities such as green iron and
improve access to competitive capital.
"Merging with Aker Horizons will strengthen the company's ability to finance and
execute its current projects, as well as open opportunities to build a stronger
industrial asset development muscle to realize decarbonization on an even larger
scale," said Karl-Johnny Hersvik, Chairman of Aker Clean Hydrogen.
"We look forward to utilizing our deep industrial expertise within hydrogen
production in new applications and geographies such as Aker Horizons' exciting
plans in Narvik," said Knut Nyborg, Chief Executive Officer of Aker Clean
Hydrogen.
Repositioning ACH as a private subsidiary of Aker Horizons by means of a
triangular merger
The Company has today agreed a merger plan with Aker Horizons that will
reposition ACH as a privately held subsidiary of Aker Horizons. The transaction
will be carried out as a triangular merger between ACH, Aker Horizons'
subsidiary AH Seksten AS as the surviving entity, and Aker Horizons as the
issuer of merger consideration shares (the "Merger"). Shareholders in ACH will
receive 0.2381 merger consideration shares in Aker Horizons for each share owned
in ACH at the effective date of the Merger. Aker Horizons has an indirect
shareholding in ACH of approximately 77.25% and no consideration shares will be
issued for such shareholding. The exchange ratio is based on the 30 day volume
weighted average share price for each of Aker Clean Hydrogen and Aker Horizons
and implies a share price of NOK 5.49 per ACH share, representing a premium of
16.7% to the closing price of ACH on 29 March 2022.
Fractions of shares will not be allotted, and for ACH 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
DNB Markets, a part of DNB Bank ASA.
In preparation for the Merger, Aker Clean Hydrogen and Aker Horizons have
conducted customary due diligence reviews of certain business, financial,
commercial and legal information related to their respective businesses.
Completion of the Merger is subject to customary closing conditions, including
approval by the shareholders of ACH and the Board of Directors of Aker Horizons
resolving to issue the consideration shares pursuant to a board authorization,
but is not subject to any conditions with respect to financing, due diligence or
material adverse change. Aker Horizons has undertaken to vote in favour of the
Merger at ACH's annual general meeting expected to be held on or about 4 May
2022.
The Merger is executed and implemented in parallel with a contemplated similar
triangular merger between Aker Horizons and Aker Offshore Wind AS ("AOW").
Assuming that both mergers are completed, the shareholders of ACH and AOW will
receive a total of up to 80,612,586 consideration shares in Aker Horizons,
constituting approximately 13.22% of Aker Horizons' current total outstanding
shares.
Preliminary timetable
30 March 2022 Board of Directors approve merger plan
30 March 2022 Updated notice of annual general meeting ACH
4 May 2022 Annual general meeting in ACH to approve merger
plan
May - June 2022 Creditor notice period
Mid June 2022 Completion of merger
Advisors
Pareto Securities AS is engaged as financial adviser to the Company and
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.
Contact information
Investor contact:
Kristoffer Dahlberg, +47 911 24 475, kristoffer.dahlberg@akercleanhydrogen.com
Media contact:
Mathias Nilsen Reierth, +47 988 05 724, mathias.reierth@akerhorizons.com
About Aker Clean Hydrogen
Aker Clean Hydrogen aims to develop, build, own and operate clean hydrogen
production on an industrial scale. Aker Horizons is the majority shareholder of
the company, and Aker Clean Hydrogen uses domain expertise across the Aker
Group, including systems integration, engineering, technology development,
project implementation, digitalization and financial optimization to increase
efficiency and reduce project costs. The company aims to reach a net installed
capacity of 5 GW by 2030, and will make a major contribution to realizing the
hydrogen industry and reducing greenhouse gas emissions globally.
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 Mathias Nilsen Reierth, Communications, Aker Horizons, on 30 March
2022 at 07:30 (CEST).
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 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.
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 ACH 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 Clean Hydrogen nor Aker Horizons 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.
Pareto Securities AS is acting exclusively for Aker Clean Hydrogen in connection
with the Merger and for no one else and will not be responsible to anyone other
than Aker Clean Hydrogen 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 Clean Hydrogen or
otherwise.