Aker Horizons — M&A Activity 2025

May 9, 2025

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

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

Aker ASA (Aker) and Aker Horizons ASA (Aker Horizons or AKH) 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 (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 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 (the Board), who has concluded that it represents the

most attractive alternative for Aker Horizons and its shareholders. There is

significant market uncertainty and substantial funding requirements needed to

realize the value creation potential in Aker Horizons' portfolio of assets,

which makes it challenging for Aker Horizons as a stand-alone listed company to

raise financing without diluting existing shareholders. Additionally, Aker

Horizons 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.

Øyvind Eriksen, President and CEO, Aker ASA, comments:

"This merger follows a prolonged period of financial uncertainty for Aker

Horizons. Despite significant losses for Aker and fellow shareholders in Aker

Horizons, 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 Fønss Schrøder, Independent Director of Aker Horizons, 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 Røkke, Chairman of Aker Horizons, comments:

"Aker Horizons 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' 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' 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 (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. 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 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.

Contacts

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.