JOINT PRESS RELEASE
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.
Sandnes and Lysaker, Norway, 30 May 2024
Oceanteam ASA ("Oceanteam", OSE: OTS) and Soiltech AS ("Soiltech", NOTC: SOIL)
(hereinafter jointly referred to as the "Companies") are today pleased to
announce that they have signed a merger plan for the combination of the
Companies in an all-stock transaction, through a statutory merger (the "Merger")
in accordance with the provisions set out in chapter 13 of the Norwegian Public
Limited Liability Companies Act (the "Norwegian Public Companies Act"). The
Merger will be completed by Oceanteam transferring all its assets, including an
estimated NOK 21 million in cash, rights and obligations to Soiltech, as the
acquiring company. The shareholders in Oceanteam will receive as consideration
0.01543 shares in Soiltech for each share in Oceanteam. After completion of the
Merger, the combined company will be owned 93.35% by the shareholders of
Soiltech while 6.65% will be owned by the shareholders of Oceanteam.
Soiltech is an innovative technology company, specializing in the sustainable
treatment, recycling and responsible handling of contaminated water and solid
industrial waste streams at site. Oceanteam forms part of the Oceanteam group,
an investment platform for marine and offshore assets with particular focus on
the energy transition. The objective of the Merger is to achieve synergies
through a combination of the Companies' businesses, where it is the opinion of
the board of directors of each of the Companies that combining the Companies
will create added value not only to the Companies, but also their shareholders
and other stakeholders, compared to each of Oceanteam and Soiltech operating as
separate businesses.
As part of the Merger, Soiltech will be converted to a public limited liability
company and seek listing on Euronext Oslo Børs or Euronext Expand under the name
of Soiltech ASA. Completion of the Merger is conditional upon, among other
things, such listing being approved by Oslo Børs. Subject to an approved listing
application by Oslo Børs, it is anticipated that Soiltech ASA will be listed and
commence trading around the end of Q3 2024. Until then, Soiltech and Oceanteam
will trade as normal on the NOTC list and Euronext Oslo Børs, respectively.
Comment from Jan Erik Tveteraas, CEO of Soiltech: "We are pleased to announce
this strategic next step for Soiltech as we transition to a publicly listed
company and to do so by merging with Oceanteam, whose supportive major
shareholders, strong financial position and clean balance sheet aligns perfectly
with our growth ambitions. The merger and listing will further enhance our
financial flexibility and enable us to leverage new market opportunities. The
synergies created through this collaboration will accelerate our expansion plans
and strengthen our competitive edge, delivering added value to our customers,
employees, and shareholders."
Comment from Mike Timson, CEO of Oceanteam: "We are very pleased to have entered
into this merger agreement with Soiltech and believe that a combination of the
two companies will create added value for shareholders. Soiltech's business of
providing innovative clean technologies for a greener future, combined with
impressive growth in recent years, presents optimal strategic alignment with
Oceanteam's previously communicated ambition."
The Merger
The Merger will be structured as a statutory merger between Oceanteam and
Soiltech in accordance with chapter 13 of the Norwegian Public Companies Act.
Soiltech will be the surviving entity following completion of the Merger, while
Oceanteam will be dissolved and liquidated.
In aggregate, 527 947 consideration shares will be issued by Soiltech as part of
the Merger. Merger consideration will be provided to the Oceanteam shareholders
in the form of 0.01543 ordinary shares of Soiltech for each Oceanteam share held
by them (as registered with Euronext Securities Oslo two trading days after the
Merger is completed, in accordance with the normal settlement cycle in Euronext
Securities Oslo (T+2). No fractional shares will be issued in the Merger. If
the aggregate number of consideration shares issued in the Merger entails that
any shareholders in Oceanteam otherwise would have received fractional shares,
such fractions shall be aggregated to the nearest whole share, and thereafter be
sold. The consideration for the sale of fractional shares shall be distributed
proportionally between the shareholders who otherwise would have received
fractional shares.
Completion of the Merger is conditional upon (i) the merger plan being adopted
by the general meetings of each of Oceanteam and Soiltech, expected to be called
for shortly and held within one month thereafter, (ii) the six weeks creditor
period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having
expired without any objections from the creditors, or, if any objection has been
made within the notification period, such creditor having received adequate
security or the court having rejected the demand for security pursuant to
section 13-16 of the Norwegian Public Companies Act, (iii) all regulatory
approvals necessary or reasonably required for completion of the Merger having
been obtained without any conditions or conditions considered to be acceptable
to Oceanteam and Soiltech (acting reasonably), (iv) the conversion of Soiltech
into a Norwegian public limited liability company (ASA), including the
appointment of a former member of the Oceanteam board of directors to the board
of directors of the merged entity, (v) Oslo Børs having approved the merged
entity for listing on Euronext Oslo Børs or Euronext Expand, and (vi) no
material breach of any covenant or other obligations in the merger plan or other
agreements entered into between the Companies.
The Merger is not subject to further due diligence nor any financing conditions.
Further information about the Merger will be available in the merger plan that
will be published with the respective general meeting summons. Soiltech will
also publish a prospectus following approval of such by the Financial
Supervisory Authority of Norway (Nw. Finanstilsynet), expected around the end of
Q3 2024. The prospectus will contain additional information about the Merger and
the merged entity. The listing of the merged entity on Euronext Oslo Børs or
Euronext Expand, as applicable, is subject to Soiltech publishing the
prospectus.
The merger plan will be submitted to the Norwegian Register of Business
Enterprises (Nw. Foretaksregisteret) for registration in accordance with section
13-13 of the Norwegian Public Companies Act.
Notices for the respective extraordinary general meetings to be held in each of
Oceanteam and Soiltech will be sent to shareholders shortly and announced
separately. Following approval of the Merger by the respective extraordinary
general meetings of the Companies, the Merger will be registered in the
Norwegian Register of Business Enterprises in accordance with section 13-14 of
the Norwegian Public Companies Act.
It is expected that the Merger will be completed around the end of Q3 2024.
Oceanteam has retained Advokatfirmaet Thommessen AS as legal advisor in
connection with the Merger. Soiltech has retained Fearnley Securities AS as
financial advisor and Advokatfirmaet Schjødt AS as legal advisor in connection
with the Merger and listing.
For further information, please contact:
Oceanteam ASA
Michael Timson, CEO of Oceanteam ASA
Telephone: (+47) 55 10 82 40
Email: info@oceanteam.no
Soiltech AS
Jan Erik Tveteraas, CEO
Telephone: (+47) 95 21 49 25
Email: jan.erik.tveteraas@soiltech.no
This release contains information considered to be inside information pursuant
to the EU Market Abuse Regulation and is subject to the disclosure requirements
pursuant to Section 5-12 of the Norwegian Securities Trading Act. The release
was published by Michael Timson, CEO of Oceanteam ASA, on 30 May 2024 at the
date and time provided.
***
IMPORTANT NOTICE
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 the Merger should be made solely on
the basis of information to be contained in the actual notices to the general
meetings of Oceanteam and Soiltech, respectively, and the merger plans (with
pertaining documents) related to the Merger. You should perform an independent
analysis of such information 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 Oceanteam'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 Oceanteam nor Soiltech 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.
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 Oceanteam or otherwise.