M&A Activity • Mar 27, 2024
M&A Activity
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Aker Carbon Capture Announces Agreement to form Joint Venture with SLB
The new company will combine technology portfolios, expertise and operations
platforms to bring carbon capture solutions to market, faster and more
economically.
OSLO, Norway, March 27, 2024 - Aker Carbon Capture ASA (Oslo: ACC) today
announced an agreement with SLB to combine their respective carbon capture
businesses to support accelerated industrial decarbonization at scale.
Bringing together complementary technology portfolios, leading process design
expertise and an established project delivery platform, the partnership will
leverage ACC's commercial carbon capture product offering and SLB's new
technology developments and industrialization capability. It will create a
vehicle for accelerating the introduction of early-stage technologies into the
global market on a commercial, proven platform. Following the transaction, SLB
will own 80% of the combined business and ACC will own 20%.
The International Energy Agency (IEA) sees carbon capture, utilization, and
sequestration (CCUS) playing a critical role in the net-zero transition -
estimating that over one gigaton of CO2 per year will need to be captured by
2030, scaling up to over six gigatons by 2050.
"The decision to combine ACC and SLB's carbon capture business is underpinned by
a strategic vision that reflects our commitment to accelerate the industrial
adoption of carbon capture," said Egil Fagerland, chief executive officer, ACC.
"By partnering with SLB, we will become a diversified, global carbon capture
player. Our combined suite of technologies and global reach will make a platform
positioned to profitably scale faster, to the benefit of customers, employees
and shareholders."
The transaction is subject to regulatory approvals and is expected to close by
end of the second quarter, 2024.
Transaction details
At closing, SLB will pay NOK 4.12 billion in cash to ACC for the purchase of 80%
of the shares in Aker Carbon Capture Holding AS (ACCH), which holds the business
of ACC. In addition, ACC will retain NOK 0.40 billion in cash. The sum of the
purchase price for ACCH and retained cash corresponds to a value per ACC share
of NOK 9.19. In addition, ACC will be entitled to a performance-based payment of
up to NOK 1.36 billion.
The performance-based payments will be subject to the achievement of certain
milestones, order intake and margin targets. The payments will be due when
certain targets are met in the period 2025 to 2027, weighted towards the end of
the period upon finalization of the financial statements for 2027. The
performance-based payments will carry a market-based interest rate from the date
of closing until the date of payment.
ACCH will pay USD 50 million to purchase SLB's carbon capture business.
The cooperation between ACC and SLB as shareholders of the combined business,
will be governed by a shareholders' agreement. This will, inter alia, provide
for board representation and certain other governance and minority protection
rights for ACC, for SLB to finance the realization of the business plan by
shareholder loans and for the possibility for ACC to sell its 20% stake in the
combined business in the future.
After a lock-up period of three years, ACC will be entitled to sell its stake in
ACCH to SLB during a period of six months (put option). The put option price
will be based on the fair market value of the combined business with a floor
equal to the purchase price agreed for ACCH as set out above (on a per share
basis, and not including any performance-based payments) corresponding to
approximately NOK 1.03 billion for the retained 20% stake, and a ceiling at 2.0x
this price. Conversely, SLB will after expiry of the put option have a right to
purchase ACC's 20% stake in the combined business during the following six
months (call option). The call option price will be based on the fair market
value of the combined business with a higher floor than the put option floor and
a ceiling at 2.5x. The shareholders' agreement also has customary buy-out rights
for both shareholders in the event of a change of control in the other
shareholder.
Advisors
SEB is acting as financial advisor, BAHR as deal counsel and Wikborg Rein as
governance counsel to ACC.
ENDS
Media contact:
Moira Duff, Director of External Communications at SLB, tel: +1 (713) 375-3407,
email: [email protected]
Nina Westgaard, Chief of Staff at ACC, tel: +47 481 09 409, email:
Investor contacts:
James R. McDonald, SVP Investor Relations & Industry Affairs at SLB
Joy V. Domingo, Director of Investor Relations at SLB
tel: +1 (713) 375-3535, email: [email protected]
David Phillips, Head of Capital Markets at ACC, mob: +44 7710 568279, email:
About SLB
SLB (NYSE: SLB) is a global technology company that drives energy innovation for
a balanced planet. With a global footprint in more than 100 countries and
employees representing almost twice as many nationalities, we work each day on
innovating oil and gas, delivering digital at scale, decarbonizing industries,
and developing and scaling new energy systems that accelerate the energy
transition. Find out more at slb.com (https://www.slb.com/).
About Aker Carbon Capture
Aker Carbon Capture is a pure-play carbon capture company with solutions,
services and technologies serving a range of industries with carbon emissions,
including the cement, bio and waste-to-energy, gas-to-power and blue hydrogen
segments. Aker Carbon Capture's proprietary, carbon-capture technology offers a
unique, environmentally friendly solution for removing CO\2\ emissions. Find out
more at akercarboncapture.com (https://www.akercarboncapture.com/).
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Katja Aanestad, Marketing
Communications, Aker Carbon Capture on 27 March, 2024 at CET 23:45.
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