Agreement with intention to launch an unregulated recommended voluntary cash offer of NOK 13 per share to the shareholders of Everfuel A/S

28 Aug 2024 07:44 CEST

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Agreement with intention to launch an unregulated recommended voluntary cash
offer of NOK 13 per share to the shareholders of Everfuel A/S

Everfuel A/S (the "Company" or "Everfuel", and, together with its subsidiaries,
the "Group") and Faro BidCo ApS (the "Offeror"), a newly incorporated Danish
private limited liability company with registration (CVR) no. 44 98 99 99, and
an indirect subsidiary of infrastructure investment funds managed or advised by
Swiss Life Asset Management AG ("Swiss Life AM"), announce today that they have
entered into a transaction agreement ("Transaction Agreement") whereby the
Offeror, subject to certain terms and conditions, shall launch an unregulated
recommended voluntary tender offer to acquire all issued and outstanding shares
(the "Shares") in the Company except for Shares owned by the Rollover
Shareholders (as defined below) or held in treasury by the Company (the
"Offer").

A cash consideration of NOK 13 (the "Offer Price") will be offered per Share,
which values the total issued share capital of the Company at approximately NOK
1.12 billion based on 86,279,960 issued and outstanding Shares as of today. The
Offer does not comprise any financial instruments issued by the Company other
than the Shares.

The Offer Price represents a premium of:

· 52.9% compared to the closing price on Euronext Growth Oslo of NOK 8.50 per
Share on 27 August 2024;
· 47.5% compared to the 30-day volume weighted average price (VWAP) of NOK
8.82 per Share ending 27 August 2024; and
· 36.0% compared to the three-month VWAP of NOK 9.56 per Share ending on 27
August 2024

The Company's three largest shareholders, E.F. Holding ApS, HvVC ApS and Clean
H2 Infra Fund S.L.P. (collectively, the "Rollover Shareholders"), holding in the
aggregate 64,753,804 Shares, representing approximately 75.05% of the Company's
outstanding share capital as of the date of this announcement, Swiss Life Vergia
S.à r.l. and the Offeror have today entered into an investment agreement
("Investment Agreement") pursuant to which the Rollover Shareholders have agreed
to exchange all their Shares to the Offeror outside of the Offer against
receiving shares in the Offeror as consideration upon the Offer becoming
unconditional (the "Rollover"), and not to solicit or accept other offers for
the Company's Shares (or similar transaction). As part of the transaction, the
new ownership consortium, consisting of the three Rollover Shareholders and
Swiss Life Vergia S.à r.l., has subject to completion of the Offer and certain
other terms and conditions provided commitments regarding the future funding of
the Company's existing and future projects.

E.F. Holding ApS is indirectly majority owned and controlled by the Company's
CEO and founder, Jacob Krogsgaard. HyVC ApS is a joint venture between the Japan
-based global trading and investment company ITOCHU Corporation and the major
Japanese gas provider and international energy company Osaka Gas UK, Ltd. Clean
H2 Infra Fund S.L.P. is a hydrogen infrastructure fund managed by Hy24, which in
2023 partnered with Everfuel to establish a joint venture (the "JV") to finance
the development of electrolyser capacity across the Nordics. The JV's inaugural
investment was the acquisition of the HySynergy Phase 1, a 20 MW green hydrogen
production facility located in Fredericia, Denmark. The JV will continue to
exist and operate regardless of the outcome of the Offer.

Additionally, all members of the Company's Board of Directors and Executive
Management owning Shares and the Company's Director of Investor Relations and
Communication, holding in the aggregate 15,811 Shares representing approximately
0.02% of the Company's outstanding share capital as of the date of this
announcement, have each irrevocably undertaken to accept the Offer by entering
into separate undertakings of pre-acceptance with the Offeror ("Pre
-Acceptances") with respect to their shareholdings in the Company (noting,
however, that Shares indirectly controlled by the CEO through E.F. Holding ApS
are tendered separately pursuant to the Investment Agreement and accordingly
included in Shares held by the Rollover Shareholders).

The Company's Board of Directors, excluding one member representing the Rollover
Shareholders who has recused himself due to his affiliation with one of the
Rollover Shareholders (the "Board"), has unanimously decided that it will
recommend the free float shareholders of the Company to accept the Offer upon
launch of the Offer. The Board believes the terms of the Offer are in the best
interests of the Company and the shareholders as a whole. The Board has, as part
of the basis for its considerations, obtained a fairness opinion on the Offer
from Pareto Securities AS. The conclusion is that the Offer (subject to
customary assumptions, considerations, qualifications, factors and limitations)
is, at the date of the fairness opinion, fair, from a financial point of view.

"The Board has considered the Offer thoroughly and believes that the terms of
this offer are in the best interest of Everfuel and its shareholders, ensures
equal treatment between all shareholders from an economic perspective and
therefore the Board recommends Everfuel's free float shareholders to accept the
Offer. The Board has to support its consideration obtained a fairness opinion
from an independent financial advisor assessing the Offer as financially fair.
The Offer provides an exciting opportunity for Everfuel to continue to develop
its business and continue its growth journey in a private setting. In
particular, we are pleased that the new ownership consortium is committed on
certain conditions to provide new financing for the operation of Everfuel and
the development of the Everfuel's existing and future projects. In the coming
phase, access to stable and long-term funding will be an important success
factor for Everfuel," said Søren Eriksen, Chairman of the Board of Everfuel.

Offer Conditions

The complete details of the Offer, including all terms and conditions, will be
contained in an offer document for the Offer (the "Offer Document") to be
published by the Offeror in connection with launch of the Offer. The Offer may
only be accepted based on the Offer Document, which is expected to be published
within one week from today with an initial acceptance period of five weeks
(subject to extension).

Launch of the Offer is subject to customary conditions being satisfied, being
that the Pre-Acceptances remain valid and unchanged, the Investment Agreement
being in full force and effect, that no Material Adverse Change (as defined in
the Transaction Agreement) has occurred, that the Company in all material
respects has complied with its obligations under the Transaction Agreement and
there otherwise not having been any material breach of the Transaction Agreement
by the Company, that the Board immediately prior to publication of the Offer
Document has declared to the Offeror that there is no inside information related
to the Company or its financial instruments, and that the Board's confirmation
that it will recommend the Offer is not withdrawn or amended, in each case as
further detailed in the Transaction Agreement.

The Offer is not subject to any due diligence or financing conditions.

As will be further detailed and specified in the Offer Document, completion of
the Offer will be subject to the following conditions being satisfied or waived
in whole or in part by the Offeror:

· shareholders of the Company representing (when taken together with any
shares acquired by the Offeror or to be acquired by the Offeror through the
Investment Agreement other than through the Offer) more than 90% of the issued
and outstanding share capital and voting rights of Company on a fully diluted
basis (as defined in the Offer Document) (excluding any shares held by the
Company in treasury) having validly accepted the Offer;

· the Board shall not have amended or withdrawn its recommendation of the
Offer;

· that relevant regulatory approvals have been obtained on terms satisfactory
for the Offeror;

· the Company shall conduct its business in the ordinary course of business in
all material respects;

· no court or governmental or regulatory authority of any competent
jurisdiction shall have taken any form of legal action that will restrain or
prohibit the consummation of the Offer;

· no Material Adverse Change (as defined in the Offer Document) shall have
occurred between the date of the Transaction Agreement and until settlement of
the Offer;

· the Rollover is completed in accordance with the terms of the Investment
Agreement; and

· no material breach by the Company of the Transaction Agreement shall have
occurred, and that the Company has not terminated the Transaction Agreement.

Barring unforeseen circumstances or any extensions of the acceptance period of
the Offer, it is currently expected that the Offer will be completed during
fourth quarter 2024, following satisfaction or waiver of all conditions for the
Offer.

If, as a result of the Offer or otherwise, the Offeror acquires and holds, alone
and not calculated together with any other parties, Shares representing more
than 90% of the total issued Shares and voting rights in the Company (excluding
any Shares held by the Company in treasury), then the Offeror intends to
initiate a compulsory redemption (squeeze-out) of the remaining Shares not
already owned by the Offeror. Also, if, as a result of the Offer or otherwise,
the Offeror holds a sufficient majority of the Shares, the Offeror intends to
propose to the general meeting of the Company that an application is filed with
the Oslo Stock Exchange for the delisting of the Shares from Euronext Growth
Oslo.

The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction.

Transaction Agreement

As part of the Transaction Agreement, the Board has agreed to not amend, modify
or withdraw its recommendation of the Offer (other than immaterial changes that
do not have an impact on the Offer or the other transactions contemplated by the
Transaction Agreement) except that the Board shall not be under any such
obligation, if not amending, modifying or withdrawing its recommendation of the
Offer, as applicable, would constitute a breach of applicable law, including the
Board's fiduciary duties, as determined in good faith by the Board, and after
having consulted with outside legal counsel, provided that where the Board is
seeking to amend, modify or withdraw its recommendation of the Offer on account
of the existence of a competing offer, such competing offer, shall, inter alia,
be an unsolicited superior competing offer which is more favourable to the
Company's shareholders than the Offer which shall not have been matched by the
Offeror in accordance with the terms of the Transaction Agreement.

In the event that the Transaction Agreement is terminated by either the Offeror
or the Company as a result of the Board amending, modifying or withdrawing its
recommendation of the Offer (as further described above), or by the Offeror upon
a material breach of the Transaction Agreement by the Company, the Company will
have an obligation to compensate the Offeror for actual reasonable and
documented costs of the Offeror in connection with the Transaction Agreement and
the preparation of the Offer set at EUR 3 million.

Advisors

Nordea Bank Abp, filial i Norge, is acting as financial advisor, while
Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting
as legal advisors for the Offeror. SpareBank 1 Markets AS is acting as financial
advisor and Advokatfirmaet Thommessen AS is acting as legal advisor for E.F.
Holding ApS. Kromann Reumert and Wikborg Rein Advokatfirma AS are acting as
legal advisors for the Company. Capient AS acted as investor relations and
communications advisor to the Company.

For further information, please contact:

Jacob Krogsgaard, CEO, Everfuel, +45 2871 8945

Mads T. Mortensen, Director of investor relations and communication, Everfuel,
mm@everfuel.com, +45 7730 4727

About Everfuel

Everfuel is making green hydrogen for zero emission industry and mobility
commercially available across Europe, offering competitive all-inclusive
hydrogen supply and fuelling solutions. We own and operate green hydrogen
infrastructure and partner with industry and vehicle OEMs to connect the entire
hydrogen value chain and seamlessly provide hydrogen fuel to enterprise
customers under long-term contracts. Green hydrogen is a 100% clean energy
carrier made from renewable solar and wind power and key to decarbonising
industry and transportation in Europe. We are an ambitious, rapidly growing
company, headquartered in Herning, Denmark, and with activities in Norway,
Denmark, Sweden, The Netherlands and Germany, and a plan to grow across Europe.
Everfuel is listed on Euronext Growth in Oslo under EFUEL.

About the Offeror and Swiss Life AM

The Offeror, Faro BidCo ApS, is a private limited liability company incorporated
and existing under the laws of Denmark with company registration (CVR) no. 44 98
99 99. The Offeror is a newly established acquisition vehicle for the purpose of
the Offer, wholly-owned by Swiss Life Vergia S.à r.l., which in turn is owned by
infrastructure investment funds managed or advised by Swiss Life AM.

Swiss Life AM has more than 165 years of experience in managing the assets of
the Swiss Life Group. This insurance background has exerted a key influence on
the investment philosophy of Swiss Life AM, which is governed by such principles
as value preservation, the generation of consistent and sustainable performance
and a responsible approach to risks. Swiss Life AM offers this proven approach
to third-party clients in Switzerland, France, Germany, Luxembourg, the UK,
Italy and the Nordic countries.

As of 31 December 2023, assets under management for third-party clients amount
to CHF 111.8 billion. Together with insurance mandates for the Swiss Life Group,
total assets under management at Swiss Life AM stood at CHF 255.7 billion. Swiss
Life AM is a leading real estate manager in Europe. Of the assets totalling CHF
255.7 billion, CHF 85.4 billion is invested in real estate. In addition, Swiss
Life AM, in cooperation with Livit, manages real estate totalling CHF 21.2
billion in value. Total real estate assets under management and administration
at the end of December 2023 thus came to CHF 106.7 billion. Swiss Life AM
employs more than 2200 people in Europe.

***

Important notice

The terms and conditions of the Offer will be governed by Danish law and carried
out in conformity with the requirements of Norwegian and Danish law. The Offer
will not be subject to the take-over regime as stipulated by the Norwegian
Securities Trading Act chapter 6 nor the rules in Chapter 8 of the Danish
Capital Markets Act and the Danish Takeover Order as the Shares of the Company
are not admitted to trading on a regulated market. The Offer is not a public
takeover offer within the meaning of the Norwegian takeover regime as stipulated
by the Norwegian Securities Trading Act chapter 6 nor the rules in Chapter 8 of
the Danish Capital Markets Act and the Danish Takeover Order. The Offer Document
will not be reviewed or approved by the Norwegian FSA, the Danish FSA, Oslo Børs
or any other regulatory authority or stock exchange. The Offer may only be
accepted pursuant to the terms and procedures set out in the Offer Document,
which will set out the complete terms and conditions of the Offer, including
procedures for accepting the Offer.

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is for information purposes only and is not a tender offer
document and, as such, does not constitute or form part of an offer or the
solicitation of an offer to acquire the Shares. Investors may accept the Offer
only on the basis of the information to be provided in the Offer Document. Any
decision with respect to the tendering of securities in the Company should be
made solely on the basis of an actual offer document to be published prior to
the commencement of the offer period related to the Offer as well as on an
independent analysis of the information contained therein. Offers will not be
made directly or indirectly in any jurisdiction where either an offer or
participation therein is prohibited by applicable law or where any tender offer
document or registration or other requirements would apply in addition to those
applicable under the laws of Norway and Denmark.

Nordea is acting as financial advisor on certain local matters outside of the
United States exclusively for the Offeror in connection with the Offer and for
no one else and will not be responsible to anyone other than the Offeror for
providing the protections afforded to its clients or for providing advice in
relation to the Offer.

Forward-looking statements

This announcement, verbal statements made regarding the Offer and other
information published by the Offeror may contain certain statements about the
Company, the Offeror and their respective affiliates and businesses as well as
the timing and procedures relating to the Offer and potential amendments to the
Offer that are or may be forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, many of which are
beyond the Offeror's control and all of which are based on the Offeror's current
beliefs and expectations about future events. Forward-looking statements are
typically identified by the use of forward-looking terminology such as
"believes", "expects", "may", "will", "could", "should", "intends", "estimates",
"plans", "assumes" or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. Examples of forward-looking statements include, among
others, statements regarding the Company's or the Offeror's future financial
position, income growth, assets, impairment charges, business strategy,
leverage, payment of dividends, projected levels of growth, projected costs,
estimates of capital expenditures, and plans and objectives for future
operations and other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. These events
and circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company, the
Offeror, the Rollover Shareholders, nor any member of their respective groups,
nor any of their respective members, associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on forward looking statements.

Any forward-looking statements made herein speak only as of the date they are
made. The Company, the Offeror and the Rollover Shareholders disclaim any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to reflect any change
in the expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States to the
extent applicable rules are available ("U.S. Holders") on the same terms and
conditions as those made to all other holders of Shares of the Company to whom
an offer is made. Any information documents, including the Offer Document, will
be disseminated to U.S. Holders on a basis comparable to the method that such
documents are provided to the Company's other shareholders to whom an offer is
made. The Offer will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders as a "Tier I" tender offer under the U.S.
Exchange Act, and otherwise in accordance with the requirements of Norwegian and
Danish law. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to the offer timetable,
settlement procedures and timing of payments, that are different from those that
would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to exemption rules under the U.S. Exchange Act, the Offeror and its
affiliates or brokers (acting as agents for the Offeror or its affiliates, as
applicable) may from time to time, and other than pursuant to the Offer,
directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian and Danish law and practice and the provisions of such
exemption. To the extent information about such purchases or arrangements to
purchase is made public in Norway and Denmark, such information will be
disclosed by means of an English language press release via an electronically
operated information distribution system in the United States or other means
reasonably calculated to inform U.S. Holders of such information. In addition,
the financial advisors to the Offeror may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have or will the contents of the Offer
Document or any other documentation relating to the Offer been reviewed for
accuracy, completeness or fairness by the SEC or any securities supervisory
authority in the United States. Any representation to the contrary is a criminal
offence in the United States.

***

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange release was published by Mads Tirsgaard Mortensen, Director
of Investor Relations and Communication on the time and date provided.

More information:
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