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”). The Merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved.
All governmental approvals and other third-party consents required for completion of the Merger have been obtained. The creditor notification period for the Merger will expire on November 9 in accordance with section 13-17 of the Public Limited Liability Companies Act, following which the Merger is expected to be completed, subject to final board approval by each of the boards of Kvaerner and Aker Solutions.
Eligible shareholders in Kvaerner will receive 0.8183 Consideration Share for each share in Kvaerner they own as at the expiry of the date of registration of the completion of the Merger with the Norwegian Register of Business Enterprises (the “Effective Date”), which is expected to occur on or about November 10, 2020, as such shareholders appear in the shareholders register of Aker Solutions with the Norwegian Central Securities Depositary (the “VPS”) as at the expiry of the second trading day thereafter (the “Record Date”), which is expected to be on or about November 12, 2020.
Tentative key dates and information for the completion of the Merger is as follows:
- Last day of trading in Kvaerner shares on Oslo Bors: November 10, 2020
- Effective Date (merger completed): November 10, 2020
- First day of trading in combined company shares: November 11, 2020
- Record Date for delivery of Consideration Shares: November 12, 2020
- Consideration Shares delivered through VPS: November 13, 2020
ISIN: NO 0010716582
- Transferor company: Kværner ASA
- Transferee company: Aker Solutions ASA
- Merger Consideration: Eligible shareholders in Kvaerner will receive 0.8183 share in Aker Solutions for each share in Kvaerner they own as of the Effective Date
- Date of approval: September 25, 2020
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.