Reference is made to the previous stock exchange announcements by Aker Horizons ASA (the "Company" or "Aker Horizons") regarding the contemplated mergers with Aker Offshore Wind AS ("Aker Offshore Wind" or "AOW") and Aker Clean Hydrogen AS ("Aker Clean Hydrogen" or "ACH"). The mergers will be carried out as triangular mergers whereby AOW will merge with Aker Horizons' wholly-owned subsidiary AH Tretten AS as the surviving entity, and ACH will merge with Aker Horizons' wholly-owned subsidiary AH Seksten AS. Aker Horizons will issue consideration shares in both mergers.
The creditor notice period for the mergers has now expired, in accordance with section 13-17 of the Norwegian Public Limited Liability Companies Act, without any creditors objecting. All conditions for completion of the mergers are therefore fulfilled. The boards of each of the merging companies have therefore resolved to complete the mergers by final registration in the Norwegian Register of Business Enterprises after close of trading on the Oslo Stock Exchange today, Friday 17 June 2022 (the "Effective Date") which will be the last day of trading in the AOW and ACH shares on Euronext Growth (Oslo). Aker Horizons' board of directors has also resolved to issue up to 80,612,586 consideration shares to the relevant eligible shareholders in each of AOW and ACH. The resolution to increase the Company's share capital is based on the authorization granted to the board by the ordinary general meeting held in the Company on Friday 22 April 2022.
Eligible shareholders in AOW (other than Aker Horizons) will receive 0.1304 merger consideration shares in Aker Horizons for each share owned in AOW as of the expiry of the Effective Date, and eligible shareholders in ACH (other than Aker Horizons) will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH as of the expiry of the Effective Date, as such shareholders appear in the respective shareholder register with Euronext Securities Oslo (the "VPS") as at the expiry of Tuesday 21 June 2022 (the "Record Date").
The consideration shares will be delivered to the eligible shareholders through VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the number of consideration shares delivered to each eligible AOW or ACH shareholder 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. The sales proceeds will be given to Aker Horizons, which will give the sales proceeds further to charity.
DNB Markets, a part of DNB Bank ASA, and Carnegie AS are engaged as financial adviser to the Company and Advokatfirmaet BAHR AS is acting as legal counsel to the Company.