Aker Horizons mergers with Aker Offshore Wind and Aker Clean Hydrogen

Aker Horizons has announced plans to merge Aker Offshore Wind and Aker Clean Hydrogen, effectively repositioning both companies as privately held subsidiaries within the Aker Horizons portfolio.

Aker Horizons’ ability to accelerate the energy transition and maximize impact and value creation will be strengthened as a result of the mergers.

The proposed merger with Aker Offshore Wind allows AOW and Mainstream Renewable Power, another Aker Horizons subsidiary, to merge to form a more industrially and financially powerful renewable energy developer, subject to customary conditions, such as agreement with Mainstream’s minority shareholders. The merger of Aker Horizons’ renewable energy interests will improve AOW’s access to financing and accelerate Mainstream’s transformation into a global renewable energy leader with leading floating and fixed offshore wind capabilities. AOW’s strong technical and engineering capabilities, as well as its early mover position in floating offshore wind, are combined with Mainstream’s proven project development methodology, execution track record, and global presence to create new opportunities around the world.

The proposed merger with Aker Clean Hydrogen will hasten the development of large-scale hybrid decarbonization projects that combine hydrogen production with downstream uses. The merger will facilitate partnerships across value chains, expand the opportunity set in new adjacent industries such as green iron, and improve access to competitive capital, including from Aker Asset Management, by combining the strengths of Aker Clean Hydrogen with the financial and broader industrial skillset of Aker Horizons.

AOW triangular merger

The Company and Aker Offshore Wind have agreed to merge, with AOW becoming a privately held subsidiary of Aker Horizons. AOW, Aker Horizons’ subsidiary AH Tretten as the surviving entity, and Aker Horizons as the issuer of merger consideration shares will complete the transaction as a triangular merger. For each share of AOW owned on the effective date of the AOW Merger, shareholders will receive 0.1304 merger consideration shares in Aker Horizons. Aker Horizons owns approximately 51.02 percent of AOW’s indirect shareholding, for which no consideration shares will be issued. The exchange ratio is based on the 30 day volume weighted average share price for each of Aker Offshore Wind and Aker Horizons, implying a share price of NOK 3.01 per AOW share, representing a 6.9% premium to AOW’s closing price on March 29, 2022.

The consideration shares to be issued by Aker Horizons are expected to be issued by the Board of Directors in accordance with the authorization to be granted to the board by the Company’s annual general meeting on April 22, 2022. Shares will not be distributed in fractions, and for the purposes of AOW shareholders, shares will be rounded down to the nearest whole number. DNB Markets, a subsidiary of DNB Bank ASA, will issue and sell excess shares that will not be allotted as a result of the rounding down.

Aker Horizons and AOW conducted limited, customary due diligence reviews of certain business, financial, commercial, and legal information related to their respective businesses in preparation for the AOW Merger. The AOW Merger is subject to customary closing conditions, including approval by AOW shareholders and Aker Horizons’ Board of Directors, but it is not subject to any financing, due diligence, or material adverse change conditions. Aker Horizons has agreed to vote in favor of the AOW Merger at AOW’s annual general meeting, which is scheduled for May 4th, 2022.

ACH triangular merger

The Company and Aker Clean Hydrogen have agreed on a merger plan that will reposition ACH as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between ACH, Aker Horizons’ subsidiary AH Seksten AS, which will be the surviving entity, and Aker Horizons, which will be the issuer of merger consideration shares (the “ACH Merger”, and together with the AOW Merger, the “Mergers”). For each share of ACH owned on the effective date of the ACH Merger, shareholders will receive 0.2381 merger consideration shares in Aker Horizons. Aker Horizons owns approximately 77.25 percent of ACH’s indirect shareholding, for which no consideration shares will be issued. The exchange ratio is based on the 30 day volume weighted average share price for Aker Clean Hydrogen and Aker Horizons, and implies a share price of NOK 5.49 per ACH share, representing a 16.7% premium to ACH’s closing price on March 29, 2022.

The consideration shares to be issued by Aker Horizons are expected to be issued by the Board of Directors in accordance with the authorization proposed to be granted to the board by the Company’s annual general meeting on April 22, 2022. Shares will not be distributed in fractions, and for ACH shareholders, shares will be rounded down to the nearest whole number. DNB Markets, a subsidiary of DNB Bank ASA, will issue and sell excess shares that will not be allotted as a result of the rounding down.

Aker Horizons and ACH conducted limited, customary due diligence reviews of certain business, financial, commercial, and legal information related to their respective businesses in preparation for the ACH Merger. The ACH Merger is subject to customary closing conditions, including approval by ACH’s shareholders and Aker Horizons’ Board of Directors, but it is not subject to any financing, due diligence, or material adverse change conditions. At ACH’s annual general meeting, expected on or around May 4, 2022, Aker Horizons has agreed to vote in favor of the ACH Merger.

If both Mergers are completed, AOW and ACH shareholders will receive up to 80,612,586 consideration shares in Aker Horizons, representing approximately 13.22% of Aker Horizons’ current total outstanding shares.