Reference is made to the stock exchange announcements issued by AKER ASA ("AKER") and Aker BioMarine ASA ("AKBM") on Sept. 12, 2012, regarding the proposal for a merger between AKBM and Aker Seafoods Holding AS ("AKSH"), a wholly owned subsidiary of AKER.
The board of directors of AKBM and AKSH have approved and entered into the merger plan for the merger between AKBM and AKSH, with consideration shares in AKER. AKER has given its adherence to the merger plan.
The merger is proposed to be structured as a so-called three-way merger pursuant to the Public Limited Liability Companies Act section 13-2 (2). As consideration for the merger, the AKBM shareholders, with the exception of AKSH, will receive consideration shares in AKER at a conversion rate based on the closing price for the shares in AKER on the last day of trading prior to the announcement of the merger plan (Sept. 11, 2012) and for AKBM the closing price on the last day of trading prior to the announcement of the merger plan (Sept. 11, 2012) as well as an additional premium of 17 percent, which results in a conversion rate of 1.20:185.
A merger between AKBM and AKSH was proposed by AKER as a result of AKBM‘s largest shareholder, AXA Investment Managers‘, wanting to dispose of its AKBM shareholding. Furthermore, it has been difficult to attract significant institutional shareholders to AKBM. The AKBM share is largely illiquid as a result of a concentrated share ownership, whilst the company continues to carry the full cost of being listed on the Oslo Stock Exchange. As a result of the proposed merger, AKBM‘s operations will become more cost-effective, and at the same time the minority shareholders will be able to participate indirectly in the company‘s value creation through a more liquid ownership share in AKER. AKER, which will remain the merged entity‘s sole shareholder, is a company group with significant industrial and financial strength and competence. The merger will allow AKER to assume greater responsibility for the continued industrial and financial development of AKBM as a wholly-owned subsidiary. When considering this together with the premium being offered to the AKBM shareholders, the board of AKBM is of the opinion that it is in the shareholders‘ interest to carry out the merger on the terms proposed by Aker and the board recommends that the shareholders give their approval to the merger plan.
The chairman of the board of AKBM, Kjell Inge Røkke, has not participated in the board‘s discussions regarding the merger. Thus, the board of directors has consisted of Bjørn Flatgård, Kristin Genton and Bjarne Borgersen in connection with the discussions regarding the merger and the merger plan.
The merger must be resolved by the extraordinary general meetings of AKBM and AKSH. The board of AKBM hereby gives notice of an extraordinary general meeting regarding approval of the merger plan to be held on Nov. 9, 2012, at 13:00h. The full notice is enclosed hereto. The merger plan and other documents for the transaction are available at the company‘s website: akerbiomarine.com. The merger is subject to certain governmental approvals as set out in the merger plan.
AKSH owns 86.13 percent of the shares in AKBM and can vote for all its shares.
If the merger is approved by both general meetings, a two months creditor notification period will commence on the date of registration of the shareholder resolutions in the Norwegian Register of Business Enterprises. Consequently, and provided that all conditions for implementation are fulfilled, the merger is expected to be completed during January 2013.