Aker Horizons Announces Merger Plans with Aker Offshore Wind and Aker Clean Hydrogen – EQ Mag Pro
Aker Horizons ASA (the “Company” or “Aker Horizons”) today announces merger plans with Aker Offshore Wind AS (“Aker Offshore Wind” or “AOW”) and Aker Clean Hydrogen AS (“Aker Clean Hydrogen” or “ACH”).
Aker Horizons and Aker Offshore Wind to combine in an all-stock merger that will reposition AOW as a privately held subsidiary of Aker Horizons, with the intention to combine AOW with its portfolio company Mainstream Renewable Power (“Mainstream”). Strong industrial logic for combining AOW and Mainstream, including complementary footprint and capabilities, increased scale, and improved access to financing for AOW projects
Shareholders in Aker Offshore Wind (other than Aker Horizons) will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW. The exchange ratio is based on the 30 day volume weighted average share price for each of AOW and Aker Horizons
Aker Horizons and Aker Clean Hydrogen to combine in an all-stock merger that will reposition ACH as a privately held subsidiary of Aker Horizons to accelerate the development of large-scale hybrid decarbonization projects, integrating hydrogen production with downstream applications such as green iron
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 ACH and Aker Horizons
Strengthening Aker Horizons’ capacity to accelerate the energy transition
Aker Horizons today announces merger plans with Aker Offshore Wind and Aker Clean Hydrogen, repositioning both companies as privately held subsidiaries in the Aker Horizons portfolio. The mergers will strengthen Aker Horizons’ capacity to accelerate the energy transition and maximize impact and value creation.
The proposed merger with Aker Offshore Wind facilitates a combination of AOW and Mainstream Renewable Power, another subsidiary of Aker Horizons, to create an industrially and financially stronger renewable energy developer, subject to customary conditions including agreement with Mainstream’s minority shareholders. The consolidation of Aker Horizons’ interests in renewable energy will provide improved access to financing for AOW’s projects and accelerate Mainstream’s transformation into a global renewable energy major with leading floating and fixed offshore wind capabilities. 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.
The proposed merger with Aker Clean Hydrogen will accelerate the development of large-scale hybrid decarbonization projects integrating hydrogen production with downstream applications. 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, expand the opportunity set in new adjacent industries such as green iron, and improve access to competitive capital, including from Aker Asset Management.
Repositioning AOW as a private subsidiary by means of a triangular merger
The Company has today agreed a merger plan with Aker Offshore Wind that will reposition AOW as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between AOW, Aker Horizons’ subsidiary AH Tretten AS as the surviving entity, and Aker Horizons as the issuer of merger consideration shares (the “AOW Merger”). Shareholders in AOW will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW at the effective date of the AOW Merger. Aker Horizons has an indirect shareholding in AOW of approximately 51.02% 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 Offshore Wind and Aker Horizons and implies a share price of NOK 3.01 per AOW share, representing a premium of 6.9% to the closing price of AOW on 29 March 2022.
It is contemplated that the consideration shares to be issued by Aker Horizons will be issued by the Board of Directors pursuant to the authorization proposed to be granted to the board by the Company’s annual general meeting to be held on 22 April 2022. 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 DNB Markets, a part of DNB Bank ASA.
In preparation for the AOW Merger, Aker Horizons and AOW have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information related to their respective businesses. Completion of the AOW Merger is subject to customary closing conditions, including approval by the shareholders of AOW and the Board of Directors of Aker Horizons, 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 AOW Merger at AOW’s annual general meeting expected to be held on or about 4 May 2022.
Repositioning ACH as a private subsidiary by means of a triangular merger
The Company has today agreed a merger plan with Aker Clean Hydrogen 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 “ACH Merger”, and together with the AOW Merger, the “Mergers”). 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 ACH 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.
It is contemplated that the consideration shares to be issued by Aker Horizons will be issued by the Board of Directors based on the authorization proposed to be granted to the board by the Company’s annual general meeting to be held on 22 April 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 ACH Merger, Aker Horizons and ACH have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information related to their respective businesses. Completion of the ACH Merger is subject to customary closing conditions, including approval by the shareholders of ACH and the Board of Directors of Aker Horizons, 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 ACH Merger at ACH’s annual general meeting expected to be held on or about 4 May 2022.
Assuming that both Mergers are completed, the shareholders of AOW and ACH will receive up to a total of 80,612,586 consideration shares in Aker Horizons, constituting approximately 13.22% of Aker Horizons’ current total outstanding shares.
Source: akerhorizons
