Arendals Fossekompani

M&A Activity • Sep 29, 2017

Arendals Fossekompani divests 75.16% stake in Glamox

Arendals Fossekompani divests 75.16% stake in Glamox

Arendals Fossekompani divests 75.16% stake in Glamox

The Transaction

On 29 September 2017 Arendals Fossekompani ASA ("AFK") and

funds advised by Triton ("the Buyer"), have signed a share

purchase agreement for the purchase and sale of all of AFK's

shares in Glamox AS (the "Share Purchase Agreement")

(the "Transaction").

Pursuant to the Share Purchase Agreement, the Buyer shall

buy 49,598,116 shares (the "Shares") in Glamox AS,

constituti¬ng approximately 75.16% of the total number of

shares.

The purchase price for the Shares shall be NOK 2,762,736,000

plus interest until the closing date. The purchase price

shall be settled in cash on the date of closing of the Share

Purchase Agreement. The purchase price is 100% underwritten

by Triton pursuant to an equity commitment letter, whereby

Triton will make the necessary cash equity available to the

Buyer.

Closing of the Share Purchase Agreement will take place

subject to the fulfilment of customary closing conditions,

including necessary anti-trust clearances. Estimated time of

closing is November/December 2017.

"We have been a long-term owner in Glamox. The company is a

large part of our portfolio and has enjoyed strong growth

over many years. We are confident that the positive

development will continue with a new majority owner. For

Arendals Fossekompani, this transaction will allow us to re-

balance our portfolio and invest in the many growth

opportunities we see within our other businesses," says

Jarle Roth, chief executive officer of Arendals Fossekompani.

Glamox AS is the largest entity in AFK's portfolio in terms

of employees (40%) as per 31.12.2016, revenue (38%) and

operating profit (51%) for the first half of 2017. The

Transaction implies a profit in the area of NOK 2.1 billion

for AFK on a consolidated basis.

The members of Glamox AS' management and certain other key

employees of Glamox AS, ten in total, are entitled to an

extraordinary compensation for additional work in connection

with the Transaction. The compensation ranges from two to

twelve months' salary for the applicable employees, and is

based on the extraordinary workload during the process and

not linked to price or type of transaction.

Key facts about Glamox AS

Glamox AS is a Norwegian industrial group that develops,

manufactures and distributes professional lighting solutions

for the global market. Glamox AS was founded in 1947, and is

a significant supplier to the professional building market

in Northern Europe and a leading supplier to the world's

marine and energy markets. Its business operations are

divided between three divisions; Professional Building

Solutions mainly targeting the European lighting market for

non-residential buildings, Global Marine & Offshore

supplying light fittings to the global marine and offshore

market and Sourcing, Production & Logistics handling orders,

procurement, manufacturing, warehousing and distribution.

As of 31 December 2016, Glamox AS had 1,277 employees of

which 50% of the employees were based in the Nordics, 39% in

the rest of Europe and 11% in the rest of the world.

The Board of Directors of Glamox AS currently consists of

Jarle Roth (Chairman), Torfinn Kildal, Kristine Landmark,

Arild Nysæther, Grete Aspelund, Espen Ytterstad, Mette

Smisetfoss Ødegård and Henny Eidem. The management team

comprises of Rune Marthinussen (CEO), Thomas Lindberg (CFO),

Håkon Helmersen (Business Development Director), Meelis

Peterson (SVP Sourcing, Production & Logistics), Jan Berner

(SVP Global Marine & Offshore) and Knut Rusten (SVP

Professional Building Solutions).

For the year ended 31 December 2016, Glamox AS reported a

total revenue of NOK 2,509 million and an operating profit

of NOK 263 million, corresponding to an operating profit

margin of 10.5%, and net profit of NOK 191 million.

For the first six month of 2017, Glamox AS had a total

revenue of NOK 1,322 million, an operating profit of NOK 148

million, corresponding to an operating profit margin of

11.2%, and net profit of NOK 110 million. Further financial

figures are included in the attachment to this announcement.

Advisors

AFK has been advised by SEB Corporate Finance, Skandinaviska

Enskilda Banken AB (publ.), Oslo Branch, ABG Sundal Collier

ASA, Ernst & Young AS and Advokatfirmaet Wiersholm AS.

ENDS

For further information, please contact:

Jarle K. Roth, CEO Arendals Fossekompani ASA, +47 91 79 29 85

Rune Marthinussen, CEO Glamox AS, +47 91 55 97 18

About Arendals Fossekompani ASA

Based on its roots in local hydro power, Arendals

Fossekompani is a Norwegian industrial investment company.

The company develops companies with international potential,

and do so by exercising long-term, active and responsible

ownership. The group has about 3200 employees and revenues

of NOK 6.5 billion in 2016 and is listed on the Oslo Stock

Exchange (ticker AFK). https://www.arendalsfoss.no/en/

About Triton

The Triton funds invest in and support the positive

development of medium-sized businesses headquartered in

Europe, focusing on businesses in the Industrial, Business

Services and Consumer/Health sectors.

Triton seeks to contribute to the building of better

businesses for the longer term. Triton and its executives

wish to be agents of positive change towards sustainable

operational improvements and growth. The 30 companies

currently in Triton's portfolio have combined sales of

around EUR 14.2 billion and around 88,000 employees.

The Triton funds are advised by dedicated teams of

professionals based in Germany, Sweden, Norway, Finland,

Denmark, Italy, the United Kingdom, the United States,

China, Luxembourg and Jersey.

Cautionary note

This stock exchange release contains certain forward-looking

statements. By their nature, forward-looking statements

involve risk and uncertainty, as they reflect current

expectations and assumptions as to future events and

circumstances that may not prove accurate. A number of

factors could cause actual results and developments to

differ materially from those expressed or implied by such

forward-looking statements.

This stock exchange release is not for distribution,

directly or indirectly, in or into the United States,

Canada, Australia, Japan or any other jurisdiction in which

such distribution would be unlawful or would require

registration or other measures.

This stock exchange release does not constitute an offer for

sale of securities in any jurisdiction. The securities

mentioned herein have not been, and will not be, registered

under the United States Securities Act of 1933 (the "U.S.

Securities Act"), and may not be offered or sold in the

United States except pursuant to an exemption from the

registration requirements of the U.S. Securities Act. There

will be no public offer of securities in the United States.

This information is subject of the disclosure requirements

according to section 5-12 of the Norwegian Securities

Trading Act.