Aker — M&A Activity 2021

Jan 19, 2021

Aker ASA: Aker Horizons Acquires Mainstream Renewable Power to Create a Renewable Energy Major

Aker ASA: Aker Horizons Acquires Mainstream Renewable Power to Create a Renewable Energy Major

Aker ASA ("Aker") today announced that its wholly owned subsidiary, Aker

Horizons AS ("Aker Horizons"), has agreed to acquire 75 percent of Mainstream

Renewable Power ("Mainstream"), a leading independent renewable energy company

within onshore and offshore wind and solar (the "Transaction"). The Transaction

values the current equity of Mainstream at EUR 900 million on a 100 percent

basis and gives Aker Horizons a portfolio of projects in operation and under

construction of about 1.4 GW, a project development pipeline of about 10 GW and

a further 10 GW of identified project opportunities.

"Aker made a step change in the last year, taking a position within renewable

energy production, green technologies, digitalization and other mega trends that

have seen accelerating flow of resources and capital, not just in Aker, but in

global markets. Combining Mainstream's global organization and renewable assets

with Aker's 180-year track record of building and developing industrial

companies is another step in line with our long-term strategy for value creation

and to position Aker Horizons for significant and sustainable growth in

renewable energy markets," says Øyvind Eriksen, President and CEO of Aker ASA

and Chairman of Aker Horizons.

Aker Horizons is Aker's investment platform dedicated to investing in,

incubating and developing companies within renewable energy and decarbonization

technologies. The company will leverage the deep domain expertise in the Aker

ecosystem, including within software and industrial digitalization. Aker

Horizons' ambition is to develop companies with a total capacity of 10 GW and

remove the equivalent of 25 million tonnes CO\2\ per year by 2025.

"We are thrilled to partner with Mainstream as we accelerate our journey of what

we call planet-positive investing. Mainstream's role as a pioneer in renewables

and its strong entrepreneurial culture is a good fit as we carve out our path

forward in the energy transition. Through the acquisition of Mainstream, Aker

Horizons will gain a platform to drive forward its renewable energy ambitions

and position itself in a growing market for hybrid projects," says Kristian

Røkke, Chief Executive Officer of Aker Horizons.

"We are delighted to have such a highly respected business as Aker Horizons on

board, enabling Mainstream to materially accelerate its growth plans to deliver

a global portfolio of wind and solar assets. We plan to bring 5.5 GW of

renewable assets to financial close globally by 2023, which sets us firmly on

track to becoming one of the world's first pure-play renewable energy majors,"

says Mary Quaney, Chief Executive Officer of Mainstream Renewable Power.

In addition to the acquisition of Mainstream, Aker Horizons has ambitious

investment targets and is currently in the process of preparing for a near-term

private placement and a listing on Euronext Growth (the "IPO") with a subsequent

transfer of the listing to Oslo Børs within 12 months.

ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp's

Norway branch and Pareto Securities AS have been engaged to assist on the

potential IPO of Aker Horizons which is subject to inter alia market conditions

and investor feedback. Advokatfirmaet BAHR acts as legal advisor for the

potential IPO.

Transaction highlights

· Aker Horizons agrees to acquire 75 percent of Mainstream Renewable Power for

a total consideration on a 100 percent basis of EUR 900 million, subject to

customary adjustments

· Existing Mainstream shareholders, led by founder and chairman Dr. Eddie

O'Connor, will re-invest and retain 25 percent ownership. Dr. O'Connor will

continue as Chairman of the Board of Directors of Mainstream after completion of

the Transaction. Kjell Inge Røkke, Øyvind Eriksen and Kristian Røkke will become

board members.

· The agreement includes an additional earn-out payment in 2023 of up to EUR

100 million to selling shareholders based on meeting certain milestones

· As part of the Transaction, Aker Horizons will acquire 50 percent of

superconducting technology company SuperNode

· The Transaction is expected to close in Q2 2021, subject to customary

closing conditions, including regulatory approvals, as well as approvals from

Mainstream's creditors

DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp's Norway branch and Green

Giraffe act as financial advisors to Aker Horizons in the Transaction.

Advokatfirmaet BAHR and Slaughter & May act as legal advisors in the

Transaction.

Attractive strategic benefits

Adding Mainstream to its portfolio enables Aker Horizons to accelerate the

development of a global position within renewable energy and marks a significant

step towards realizing its planet-positive ambitions

· Providing a platform and key competencies to strengthen the Aker Horizons'

group and its capacity to scale new ventures

· Giving access to a deep pool of industrial experience from the realization

of 6.4 GW of renewable energy projects

· Combining Mainstream's expertise, experience and premium renewable assets

with Aker's financial and industrial capabilities and track record of developing

successful industrial companies

· Establishing a broad onshore, bottom-fixed and floating offshore wind

portfolio, with potential synergies and collaboration opportunities

Aker Horizons' portfolio company, Aker Offshore Wind, and Mainstream's offshore

business will remain separate entities, but Aker Horizons will explore areas for

partnerships and collaboration to accelerate their respective strategies

following the acquisition.

About Mainstream Renewable Power

Mainstream is a leading independent renewable energy player with a global

footprint and a proven track record across renewable power industries.

· Since its establishment in 2008, Mainstream has developed and brought

forward assets totaling 6.4 GW of renewable energy capacity to financial close

and sold a significant number of wind and solar projects to world class

counterparties

· Mainstream is one of the most successful independent developers of offshore

wind at scale globally. It has developed, and later divested, projects

representing 22 percent of the UK's offshore wind capacity either in operation

or under construction

· Mainstream is the largest independent developer in the Chilean market and

has played an integral role in building the largest pan-African independent

power producer (IPP) through the Lekela joint venture

· Mainstream has a global organization of 335 employees across 11 countries,

with capabilities covering the entire lifespan of renewable energy assets, from

sourcing and development through to operations

· Mainstream's current portfolio includes 1.4 GW (net) in operation or under

construction, primarily made up of onshore wind and solar assets in Chile and

South Africa. Mainstream furthermore has an advanced pipeline of 700 MW (net)

expected to reach financial close in 2021, and more than 9 GW of other

development assets, in addition to several large-scale offshore wind

opportunities.

· Mainstream holds a cash position in excess of EUR 500 million, which, in

addition to a capital injection of EUR 110 million in new equity provided by

Aker Horizons and continuing shareholders on a 100 percent basis, is intended to

be used to finance ongoing construction projects.

SuperNode

As part of the transaction, Aker Horizons will also acquire a 50 percent holding

in SuperNode, a technology company which designs and develops superconductor

cables to address the significant future need for higher capacity cables with

lower power loss. SuperNode was founded by Dr. Eddie O'Connor in 2018. The

technology enables connecting offshore wind production efficiently with markets

over longer distances. Aker Horizons will develop SuperNode together with Dr.

O'Connor, who will remain a key shareholder.

Funding

The transaction is fully financed through a bank facility of EUR 510 million

provided by DNB Bank ASA and Nordea Bank Apb, and funding from Aker for the

remaining EUR 248 million, including Aker Horizons' share of EUR 110 million in

new equity injected, on a 100 percent basis, at closing in order to fund ongoing

projects and Mainstream's growth plans.

Internal restructuring

In cultivating Aker Horizons as Aker's primary investment vehicle for its

renewable energy markets investments, Aker has made an internal restructuring,

comprising a transfer of all of Aker's shares in REC Silicon ASA, from Aker

Capital AS to Aker Horizons, and the establishment of a new holding company for

Aker Horizons' investments. Aker Horizons will be renamed Aker Horizons Holding

AS and the new holding company will subsequently take the name Aker Horizons AS.

In addition, the ownership in Aker Offshore Wind AS is transferred under a new

sub-holding of Aker Horizons named Aker Renewable Power AS. Following these

steps, and the previously announced transfer of Aker's shares in Aker Carbon

Capture AS and Aker Offshore Wind AS to Aker Horizons, Aker Horizons will

(indirectly) hold approximately 51 percent in each of ACC and AOW and 24.70

percent in REC Silicon ASA.

Company presentation

Please find attached a company presentation with further information about the

Transaction, Mainstream and Aker Horizons. The management of Aker, Aker Horizons

and Mainstream will host an investor conference regarding the transaction and

Aker Horizons' strategy at 11:00 CET today, 19 January, 2021.

The webcast will be streamed live at:

https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20210119_2

and can also be followed via audio-only using the following dial-in numbers:

NO: +47 21 95 63 42

UK: +44 203 769 6819

US: +1 646 787 0157

SE: +46 406 82 0620

PIN code for all countries: 512965

The presentation and recording of the webcast will be made available at

www.akerasa.com.

For further information, please contact:

Atle Kigen, Head of Corporate Communications, Aker ASA

Tel: +47 90784878

Email: atle.kigen@akerasa.com

Christina Chappell Glenn, Head of Investor Relations, Aker ASA

Tel: +47 90532774

Email: christina.glenn@akerasa.com

Ivar Simensen, Communications, Aker Horizons

Tel: +47 46402317

Email: ivar.simensen@akerhorizons.com

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities. The distribution of this

announcement and other information may be restricted by law in certain

jurisdictions. Copies of this announcement are not being made and may not be

distributed or sent into any jurisdiction in which such distribution would be

unlawful or would require registration or other measures. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although Aker believes that these assumptions were reasonable when

made, these assumptions are inherently subject to significant known and unknown

risks, uncertainties, contingencies and other important factors which are

difficult or impossible to predict and are beyond its control.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. Aker undertakes no obligation to review, update, confirm, or to release

publicly any revisions to any forward-looking statements to reflect events that

occur or circumstances that arise in relation to the content of this

announcement.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of Aker. Neither the Company, ABG

Sundal Collier, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, Pareto

Securities AS nor any of their respective affiliates accepts any liability

arising from the use of this announcement.

This information is subject of the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.