Aker Horizons announces merger with Aker and early repayment of NOK 2.5 billion green bond

09 May 2025 06:57 CEST

Aker ASA (Aker) and Aker Horizons ASA (Aker Horizons or AKH) today announce a
merger (the Merger) whereby AKH's subsidiary, Aker Horizons Holding AS (AKH
Holding), will merge with a subsidiary of Aker ASA (AKH MergerCo) against
consideration in the form of shares in Aker ASA and cash to all shareholders in
Aker Horizons (other than Aker Capital). Specifically, shareholders will receive
0.001898 shares in Aker ASA (subject to rounding as described below) and NOK
0.267963 in cash for each share owned in AKH. The exchange ratio is based on the
30-day volume weighted average share price for each of Aker and AKH. The Merger
is expected to be completed during the third quarter of 2025.

AKH Holding encompasses all business activities of the Aker Horizons group,
including its shareholding in Aker Carbon Capture ASA (ACC), investment in
Mainstream Renewable Power, and the Narvik properties. As described in a stock
exchange notice from ACC today, ACC has entered into an agreement to sell its
ownership interest in SLB Capturi AS to Aker, followed by a proposed dividend
payment to ACC shareholders and liquidation of ACC.

To enable shareholders in AKH to benefit directly from the merger consideration,
the shares in AKH Holding will be distributed as a dividend in kind to AKH
shareholders immediately prior to completion of the Merger. Upon completion of
the Merger, AKH shareholders who received AKH Holding shares as dividend in kind
will receive the merger consideration in exchange for their shareholding in AKH
Holding. The distribution of dividend in kind in the form of shares in AKH
Holding is subject to approval by the shareholders of AKH. An extraordinary
general meeting to consider this is expected to be called for the first part of
June 2025.

AKH has also resolved to redeem 100% of the Aker Horizons AS FRN Senior
Unsecured NOK 2,500,000,000 Green Bond 2021/2025 (ISIN NO0010923220) (the Green
Bond) at a call price of 100.37 percent of par, plus accrued unpaid interest.
AKH will utilize existing cash reserves for the redemption, which is expected to
be completed by the end of May 2025. The early redemption will reduce cash
interest costs for AKH that would otherwise accrue until the maturity of the
Green Bond on August 15, 2025. The redemption is not conditional upon completion
of the Merger.

As part of the overall transaction relating to the Merger:

· AKH will offer to repurchase the outstanding bonds under AKH's NOK 1.6
billion Convertible Bond due 2026 (the Convertible Bond) at a cash price of 93%
of par. Repurchased bonds will subsequently be cancelled. AKH will fund such
redemption by drawing on a receivable against AKH Holding that will be
established as part of the Merger, whereby the economic liability to repay the
Convertible Bond is assumed by AKH Holding. Aker Capital, which holds
Convertible Bonds equalling NOK 1.3 billion par value, has undertaken not to
accept the redemption offer.

· AKH Holding will upon completion of the Merger assume the debtor position
under AKH's NOK 2.6 bn (including accrued interest) shareholder loan from Aker
Capital.

· AKH will propose to DNB Bank ASA that the guarantee provided by AKH in
relation to the Mainstream Renewable Power DNB facility shall be transferred to
AKH MergerCo. Such transfers will be conditional upon completion of the Merger.
The new shareholder loan from AKH to Mainstream Renewable Power issued in April
2025 and the new shareholder loan commitment will also be transferred to AKH
MergerCo.

The transaction is the result of a strategic review process by the Board of
Directors of Aker Horizons (the Board), who has concluded that it represents the
most attractive alternative for Aker Horizons and its shareholders. There is
significant market uncertainty and substantial funding requirements needed to
realize the value creation potential in Aker Horizons' portfolio of assets,
which makes it challenging for Aker Horizons as a stand-alone listed company to
raise financing without diluting existing shareholders. Additionally, Aker
Horizons has significant debt that will mature during the next 12 months.

The Board believes that the Merger and other transactions described herein are
in the best commercial interests of AKH, its shareholders, business partners and
other stakeholders. Consequently, the Board has deemed it advisable and in the
best interests of AKH and its shareholders to complete the transactions.

Following the completion of the Merger, Aker will continue to realize the value
of AKH Holdings' existing investments. Mainstream's activities have been scaled
down and the company is focusing on a few key areas, including South Africa and
Australia. Overall, going forward the task is to manage risks and opportunities
in the portfolio, including in Chile and within offshore wind.  In Narvik, the
emphasis will be on developing the data center business opportunity.

Øyvind Eriksen, President and CEO, Aker ASA, comments:

"This merger follows a prolonged period of financial uncertainty for Aker
Horizons. Despite significant losses for Aker and fellow shareholders in Aker
Horizons, our perspective remains long-term. We believe in the underlying
industrial potential and are taking steps to protect and rebuild shareholder
value through more focused capital deployment and a clearer strategic direction.
We will continue to develop the existing assets, including core projects in
Mainstream and the ownership in SLB Capturi, as well as the possible data center
development in Narvik, which will require Aker's full weight of industrial
expertise and financial capacity."

Lone Fønss Schrøder, Independent Director of Aker Horizons, comments:

"This transaction serves the long-term interests of all stakeholders. It
reflects the need to adapt to a materially changed market environment, where the
sharp downturn in green energy and industrial markets has made capital raising
and large-scale execution significantly more challenging. We have already
adjusted our strategy - and now also our structure."

Kristian Røkke, Chairman of Aker Horizons, comments:

"Aker Horizons was founded with a clear vision: to accelerate the transition to
Net Zero by applying the Aker group's industrial, technological, and capital
markets expertise to drive global decarbonization through renewable energy,
carbon capture, and sustainable industry. The portfolio, built in a different
market environment, retains potential with several promising initiatives.

Notably, the powered land sites in Narvik, originally part of our green industry
strategy, have evolved into an AI Factory initiative. The surging demand for AI
infrastructure offers significant value creation opportunities. Today's market
conditions do not support large-scale green investments to the extent they once
did, and realizing this potential requires capital and scale beyond Aker
Horizons' standalone capacity."

The Board will work on defining AKH's future strategy and structure following
completion of the Merger and will revert with an update once the Board has
concluded in this respect.

Key Terms of the Merger

Aker Horizons' wholly owned subsidiary, AKH Holding, will merge with an indirect
subsidiary of Aker ASA (AKH MergerCo), with AKH MergerCo as the surviving
entity.  Shareholders in Aker Horizons (other than Aker Capital) will upon
completion of the Merger receive merger consideration in the form of NOK
0.267963 in cash and 0.001898 shares in Aker ASA for each share owned in Aker
Horizons. The exchange ratio is based on the 30-day volume weighted average
share price for each of Aker and AKH.

Aker ASA will settle the consideration shares in the Merger with treasury shares
held and/or acquired and/or issue of new shares pursuant to authorizations
granted to the board of directors of Aker ASA.

Fractions of Aker ASA consideration shares will not be allotted in the Merger.
For each shareholder the number of Aker ASA shares will be rounded down to each
whole number, or to zero shares. Excess shares, which because of this round down
will not be allotted to eligible shareholders, will be issued to and sold by DNB
Bank ASA according to instructions from Aker ASA at the expense and risk of the
beneficiaries with a proportionate distribution of net sales proceeds among the
shareholders who have the number of consideration shares rounded off.

Since the Merger is between AKH Holding and AKH MergerCo, shareholders in AKH
will retain their shares in AKH following completion of the Merger.

Completion of the Merger is subject to (i) completion of the distribution of
dividend in kind in the form of shares in AKH Holding, (ii) all third-party
notifications and consents having been delivered and obtained, including consent
from DNB Bank ASA in relation to transfer of the support arrangements relating
to Mainstream Renewables described above, and (iii) other customary closing
conditions. Subject to fulfilment of these conditions, the Merger is expected to
be completed during the third quarter of 2025.

Advisors

Arctic Securities AS has acted as financial adviser to Aker and DNB Markets has
acted as financial adviser to Aker Horizons in connection with the Merger.
Advokatfirmaet BAHR AS has acted as legal counsel to Aker and Advokatfirmaet
Haavind AS has acted as legal counsel to Aker Horizons.

Contacts

For further information, please contact:

Jonas Gamre, Investor Relations, tel: +47 97 11 82 92, email:
jonas.gamre@akerhorizons.com

Mats Ektvedt, Media, tel: +47 41 42 33 28, email:
mats.ektvedt@corporatecommunications.no

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This stock exchange announcement was published by Mats Ektvedt, Partner in
Corporate Communications, on 9 May 2025 at 06:57 CEST.

More information:
Access the news on Oslo Bors NewsWeb site