Combination with Onvis Inc.; new CEO, new capital, to realize new strategy

06 Nov 2025 07:15 CET

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Creating the global leader in home energy — asset service, maintenance, and
financing

Oslo, 06 November 2025: Otovo ASA (“Company” or “Otovo”) announces today a set
of four key corporate developments that together mark a new era for the Company:

(1) a combination with U.S.–based Onvis Inc. (“Onvis” or “Otovo USA”), (2) the
appointment of industry veteran John Berger, founder of Sunnova, as new CEO, (3)
a committed private placement at NOK 1.00 per share, and (4) the launch of a new
strategy focused on service, maintenance, and AI-native home-energy management
on two continents.



Highlights

(1) Combination: The board of directors of both Otovo and Onvis have resolved to
enter into a combination agreement (the “Combination Agreement”) with Onvis, a
US-based, AI-native home-energy company affiliated with William J. (“John”)
Berger. The agreement sets out a 60:40 (Otovo:Onvis) pre-money ownership split.
The transaction values the combined company at NOK 445 million on a pre-money
basis. Following completion, Onvis will become a wholly-owned subsidiary of
Otovo, serving as the Company’s US operating platform. The combined entity
remains listed on Euronext Oslo Stock Exchange as Otovo under the OTOVO ticker.

(2) New CEO: John Berger will, at closing, assume the role of Chief Executive
Officer of the combined entity, while Andreas Thorsheim, current CEO of Otovo,
will remain in the Company as Chief Product Officer.

(3) New capital: In connection with the combination, the parties contemplate to
carry out a private placement of new shares at NOK 1.00 per share to raise gross
proceeds of NOK 45-80 million.

The Company has received pre-commitments from prominent Otovo and Onvis
shareholders, in addition to a new global investment institution, to subscribe
for a minimum of NOK 45 million at NOK 1.00 per share. If more than the minimum
amount of the Private Placement is raised, this will allow for a more rapid
implementation of the growth strategy. The pre-commitments include capital
raised through Onvis of approximately NOK 30 million, and the remainder is
committed to a contemplated private placement on the Oslo Stock Exchange by
Otovo.


(4) New strategy: The combined company will become a leading global platform for
clean home energy, focused on four core areas across the USA and Europe:

• Service & maintenance: Recurring subscription for the 30+ million US &
European homeowners with installed energy assets to maximize their performance
and uptime across their 25+ year lifespan. Otovo, via its AI-native platform
Endurance™, offers 24/7 monitoring and hotline support, 48-hour fast repair
response times, and predictive maintenance alerts.


• Grid services: Purpose-built energy retail contracts and soon grid trading
services (“Virtual power plant”), optimizing when homes produce, store, or draw
power – reducing power bills and maximizing the monetization of homeowners’ home
energy assets.

• Financing: Solar and battery leasing under a forward-flow agreement with Swiss
Life Asset Management, leveraging Otovo’s proven infrastructure with ~10,000
leasing customers.

• Installations: Installation of solar and battery systems in select
high-growth, profitable European countries. Leveraging Otovo‘s proprietary
installation delivery software, strong brand, and nationwide network of sales
agents and installers.

Management expects to reach positive operating cash flow for the combined entity
during Q2 2026, excluding one-time expenses such as severance and contract
termination payments.


***

Otovo was founded in Oslo, Norway in 2016 by Andreas Thorsheim, Simen F.
Jørgensen, Lars Syse Christiansen and Andreas Bentzen. The company has grown to
provide direct sales, leasing, and services to homeowners in 10 European
countries, and has been listed on the Euronext Oslo Stock Exchange since 2021.

– Today is a reset for Otovo where we link up with an American company with an
all-star team and add capital at a premium. I am excited about this good news,
says Otovo Chairman, Lars Erik Torjussen.

– At completion of the combination, John Berger will become Chief Executive
Officer, while Otovo’s founder, Andreas Thorsheim, stays onboard in a new role
as Chief Product Officer. They will lead an impressive team of energy veterans
and tech creators, adds Torjussen.

Onvis was founded by John Berger in 2025 and is headquartered in Houston, Texas.
Berger has previously been founder and CEO of Sunnova, one of the world’s
largest residential solar companies. He was also on Otovo’s board of directors,
but has resolved to resign in anticipation of the combination agreement.


– This combination represents the culmination of decades of experience building
solar companies and my vision for the future of home energy, says John Berger.

– Residential solar has achieved global scale, with 30M+ installations across
the U.S. and Europe. Now with Otovo, we're taking the next evolutionary step. By
combining Otovo's proven European operations and 40,000 customer base with our
AI-native Endurance™ platform, we're not just creating a larger company – we're
building the world's first truly intelligent home energy ecosystem. Our 24/7
monitoring, 48-hour rapid repair guarantees, and predictive maintenance
capabilities will transform how homeowners across the U.S. and Europe manage
their energy assets over their 25-year lifetime. Looking forward, this business
is about maximizing performance, uptime, and value for every homeowner who has
invested in clean energy. Together with Andreas and the incredible Otovo team,
we're positioned to lead this industry transformation while delivering the
profitability and growth our shareholders expect, he adds.

***


1. Combination
• Under the Combination Agreement, Otovo USA will contribute 100% of its shares
to Otovo in exchange for newly issued shares in Otovo.


• Following completion, Onvis will operate as “Otovo USA”, a wholly owned
subsidiary of Otovo, forming the Company’s platform for US activities.


• The agreed ownership ratio is 60/40 (Otovo/Onvis) on a pre-money basis.


• The combination will create a home energy service, maintenance, and financing
platform spanning Europe and the United States.



***


2. New CEO
2.1 Post-combination leadership
• John Berger has, as of 6 November 2025, resolved to resign from the Board of
Directors with immediate effect, in anticipation of the combination agreement.
Following completion of the combination, John Berger will assume the role of
Chief Executive Officer of the combined company, while Lars Erik Torjussen will
continue as Chair of the Board.
• Andreas Thorsheim, current CEO of Otovo, will remain in the Company as Chief
Product Officer.


2.2 Related-party considerations
• John Berger, controlling shareholder of Onvis and now a former member of the
Otovo Board, is a related party to the transaction.
• The Board has assessed the transaction under applicable related-party rules.
Directors with a conflict of interest have been and will be recused from
deliberations and votes related to the combination and the Private Placement.

***


3. Equity raise
• In connection with the combination, the parties contemplate to carry out a
private placement of new shares at NOK 1.00 per share to raise gross proceeds of
NOK 45-80 million.
• The subscription price in the Private Placement is set at NOK 1 per share,
representing a 47% premium to the closing price and 2% discount to the 60-day
volume-weighted average price (VWAP) of the Otovo share on the Oslo Stock
Exchange as of 5 November 2025.
• The Company has received pre-commitments from prominent Otovo and Onvis
shareholders, in addition to a new global investment institution, to subscribe
for a minimum of NOK 45 million at NOK 1.00 per share. If more than the minimum
amount of the Private Placement is raised, this will allow for a more rapid
implementation of the growth strategy. The pre-commitments include capital
raised through Onvis of approximately NOK 30 million, and the remainder is
committed to a contemplated private placement on the Oslo Stock Exchange by
Otovo.
• Management expects to reach positive operating cash flow for the combined
entity during Q2 2026, excluding one-time expenses such as severance and
contract termination payments.


***


4. New strategy
4.1 Strategic rationale
The combination makes John Berger, one of the world’s leading builders of solar
companies, the CEO of Otovo. Berger previously founded and led Sunnova,
developing it into a market-leading, multi-billion dollar publicly listed U.S.
residential solar services company. His new company, Onvis, is a culmination of
decades of experience building solar companies and his vision for the future of
home energy. The world's first truly intelligent home energy ecosystem for the
30 million+ US and European homeowners seeking to maximize the performance and
uptime of their home-energy assets over their 25-year lifespans.

Together with Otovo’s pan-European leasing financing infrastructure,
cost-leading operations centre in Madrid, and 40,000 customer base, the
combination is expected to accelerate growth, capture operational synergies, and
achieve profitability faster than either company could alone.


4.2 Profitability
Management expects to reach positive operating cash flow for the combined entity
during Q2 2026, excluding one-time expenses such as severance and contract
termination payments. This is driven by the NOK 110–120 million cost-reduction
programme announced on 2 October 2025, and by additional operational synergies
in payroll and other operating expenses from the combination with Onvis.

A one-off adverse P&L effect of approximately NOK 20 million related to the
downsizing and transaction will largely be reflected in Q4 2025, while the
favourable cash effect of the savings will start from Q1 2026. Together, these
measures are expected to deliver a structurally lower cost base and an
accelerated transition to profitability.

4.3 Strategic areas
The combined company will become a leading global platform for clean home
energy, focused on four core areas across the USA and Europe:

• Service & maintenance: Recurring subscription for the 30+ million US &
European homeowners with installed energy assets to maximize their performance
and uptime across their 25+ year lifespan. Otovo, via its AI-native platform
Endurance™, offers 24/7 monitoring and hotline support, 48-hour fast repair
response times, and predictive maintenance alerts.


• Grid services: Purpose-built energy retail contracts and soon grid trading
services (“Virtual power plant”), optimizing when homes produce, store, or draw
power – reducing power bills and maximizing the monetization of homeowners’ home
energy assets.

• Financing: Solar and battery leasing under a forward-flow agreement with Swiss
Life Asset Management, leveraging Otovo’s proven infrastructure with ~10,000
leasing customers.

• Installations: Installation of solar and battery systems in select
high-growth, profitable European countries. Leveraging Otovo‘s proprietary
installation delivery software, strong brand, and nationwide network of sales
agents and installers.

***


5. Conditions and approvals
Completion of the combination and Private Placement is subject to:
• Approval by the shareholders of Otovo and Onvis in extraordinary general
meetings, including required share-capital increases;
• All necessary regulatory and third-party consents; and
• Customary closing conditions, including completion of the committed tranche of
the Private Placement.

***


6. Advisors
Thommessen is serving as legal counsel to Otovo, while Schjødt and Baker Botts
LLP are serving as legal counsel to Onvis Inc., in connection with the
transaction.

Fearnleys Securities is acting as financial advisor to Otovo.

***

Important notice
This announcement is made pursuant to Section 5-12 of the Norwegian Securities
Trading Act.
It does not constitute an offer to sell or a solicitation of an offer to buy
securities in any jurisdiction, including the United States. The securities
referred to herein have not been, and will not be, registered under the US
Securities Act of 1933, as amended, and may not be offered or sold within the
United States except pursuant to an applicable exemption. This announcement
contains forward-looking statements subject to risks and uncertainties. Actual
results may differ materially. Otovo ASA undertakes no obligation to update or
revise such statements except as required by law.

This information is subject to disclosure requirements pursuant to Section 5-12
of the Norwegian Securities Trading Act.

***

For further information, please contact:

John Berger, CEO (at closing), Otovo ASA
Email: john.berger@otovo.ai

Andreas Thorsheim, CPO, Otovo ASA
Email: athornor@otovo.com

More information:
Access the news on Oslo Bors NewsWeb site

658884_Otovo - Combination and Private Placement Announcement.pdf