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

FORNEBU,?Norway, May 9, 2025 /PRNewswire/ -- Aker ASA (Aker) and Aker Horizons ASA (AKHOF) 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 (AKHOF) (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 (AKHOF) 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 (AKHOF) (the Board), who has concluded that it represents the most attractive alternative for Aker Horizons (AKHOF) and its shareholders. There is significant market uncertainty and substantial funding requirements needed to realize the value creation potential in Aker Horizons' (AKHOF) portfolio of assets, which makes it challenging for Aker Horizons (AKHOF) as a stand-alone listed company to raise financing without diluting existing shareholders. Additionally, Aker Horizons (AKHOF) 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.

?yvind Eriksen, President and CEO, Aker ASA, comments:

"This merger follows a prolonged period of financial uncertainty for Aker Horizons (AKHOF). Despite significant losses for Aker and fellow shareholders in Aker Horizons (AKHOF), 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 F?nss Schr?der, Independent Director of Aker Horizons (AKHOF), 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 R?kke, Chairman of Aker Horizons (AKHOF), comments:

"Aker Horizons (AKHOF) 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' (AKHOF) 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' (AKHOF) 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 (AKHOF) (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 (AKHOF). 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 (AKHOF) 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 (AKHOF).

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.

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SOURCE Aker Horizons (AKHOF)