Reference is made to the previous stock exchange announcements made by Aker Solutions ASA (“Aker Solutions”) regarding the contemplated merger with Kværner ASA (“Kvaerner”) as further set out in the merger plan dated July 17, 2020 (the “Merger”) and the notice of an extraordinary general meeting in Aker Solutions to be held on September 25, 2020 regarding approval of the Merger plan (the “EGM”).
The Merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved. As merger consideration, Aker Solutions will issue consideration shares (“Consideration Shares”) to eligible Kvaerner’s shareholders based on exchange ratio determined by the volume weighted average price (“VWAP”) for the shares in Aker Solutions and Kvaerner on the Oslo Stock Exchange during a period of 30 days (incl. both trading days and non-trading days) that commenced August 19, 2020 and ended September 17, 2020. During the period, the VWAP of Kvaerner was 7.9546 and the VWAP of Aker Solutions was 9.7206. As a result, eligible shareholders in Kvaerner will receive 0.8183 Consideration Shares for each share in Kvaerner they own as at the expiry of the date of effective date of the Merger (the “Effective Date”), which is expected to occur on or about November 10, 2020, as such shareholders appear in the shareholders register with VPS as at the expiry of the second trading day thereafter (the “Record Date”), expected to be on or about November 12, 2020. Fractions of shares will not be allotted, and for each eligible Kvaerner shareholder the Consideration Shares will be rounded down to the nearest whole number. Excess Consideration Shares, which as a result of this round down will not be allotted, will be issued to and sold by Skandinaviska Enskilda Banken AB (publ) (Oslo Branch).
Upon the completion of the Merger, Aker Solutions is consequently expected to issue up to 220,122,700 Consideration Shares at the Effective Date. Any treasury shares held by Kvaerner as at the Effective Date will not be eligible for exchange with Consideration Shares.
The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. Consideration Shares will therefore only be delivered to Kvaerner shareholders that are either (i) not a US Person as defined in Regulation S of the Securities Act, or (ii) an “accredited investor” as defined in Regulation D of the Securities Act (“Eligible Shareholders”). Shareholders in Kvaerner that are not Eligible Shareholders will receive cash-in-lieu of the Consideration Shares following a sale of such Consideration Shares as they would otherwise be entitled to receive. Such Consideration Shares as the non-Eligible Shareholders would otherwise be entitled to, will be sold by Skandinaviska Enskilda Banken AB (publ) for the account of and for the risk of the relevant beneficiary with a proportional distribution of net sales proceeds among the non-Eligible Shareholders.
The Consideration Shares issued to Eligible Shareholders will constitute “restricted securities” under the U.S. Securities Act. As a condition to receiving Consideration Shares, each Eligible Shareholder who is an accredited investor will agree not to offer or sell any of the Consideration Shares received for a period of one year from issuance except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act.
Source: Company Press Release