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AKVA Group M&A Activity 2016

Oct 28, 2016

3532_iss_2016-10-28_bf9ebd39-27e3-43a9-9f1a-8eb23aa41337.html

M&A Activity

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AKVA group ASA : Extended stock exchange notice - Purchase of shares in Sperre AS

AKVA group ASA : Extended stock exchange notice - Purchase of shares in Sperre AS

This notice is prepared and published by AKVA group ASA ("AKVA") in accordance

with section 3.4.1 and 3.4.2 in Continuing Obligations for companies listed on

the Oslo Stock Exchange (Oslo Børs).

The transaction

AKVA has entered into an agreement with Sperre Group AS for the purchase of 66%

of the shares in Sperre AS ("Sperre").

The purchase price for the shares is based on an enterprise value of Sperre on a

100% basis of NOK 126,900,000, with customary adjustments for net debt and

deviations from a normalized level of working capital on completion. An

estimated purchase price for the shares will be paid in cash on completion of

the transaction, which is expected to take place on 4 November 2016, subject to

fulfillment of certain customary completion conditions. Completion of the

transaction is not subject to regulatory approvals. The final purchase price

will be established after completion based on the net debt and working capital

position of Sperre as of 31 October 2016.

AKVA and Sperre Group AS have also agreed a mutual option to buy/sell the

remaining 34% of the shares in Sperre. The option is exercisable in a limited

period after the approval of the 2019 annual accounts of Sperre. The pricing of

the remaining 34% of the shares is linked to the performance of the company in

2017, 2018 and 2019.

Sperre Group AS is controlled by Sperre chairman and General Manager Thor Olav

Eikeland Sperre, who will continue in his role as General Manager after

completion of the transaction. He will also be a member of the board of

directors of Sperre.

AKVA will finance the transaction with a loan from Danske Bank, and with

available equity and/or available credit lines if required for the post

completion adjustment of the purchase price.

The significance of the transaction for AKVA

Sperre is the leading ROV and subsea technology company within the aquaculture

industry, as well as a recognized provider of ROV and subsea solutions to the

oil service and maritime industries in Norway and internationally.

"The acquisition of Sperre AS is a strategic move for AKVA group ASA to gain the

leading position in the ROV and subsea technology segment to the aquaculture

industry. We expect the market for ROV and subsea technology to the aquaculture

industry to keep growing in the coming years as the industry is developing and

expanding to more exposed sites and operations. We also sse clear synergies with

our existing farming services operations in AKVA Marine Services A.S Sperre is

an outstanding company within its technology segment and gives AKVA a presence

in the leading Norwegian subsea cluster, with its location at Notodden,

Telemark.", states Trond Williksen, CEO of AKVA group ASA.

Sperre AS

Sperre is located in Notodden, Norway, and is strategically positioned in the

Norwegian "subsea cluster". The company holds extensive experience in developing

and producing a range of advanced ROV solutions, with applications to both

aquaculture as well as oil service and marine industries. Sperre has 15

employees. In 2015 Sperre had a turnover of NOK 89.4 million, net profits after

tax of NOK 14.3 million and total assets of NOK 49.3 million.

The board of Sperre currently consists of Thor Olav Eikeland Sperre, who is also

the General Manager. AKVA has not entered into any agreements for the benefit of

management or key personnel in AKVA in connection with the transaction. The

selling shareholder and its controlling owner have entered into customary non-

compete and non-solicitation undertakings in connection with the transaction.

Other than the share purchase agreement, a shareholders' agreement including the

put/call option described above and certain amendments to the General Manager's

employment contract, no other agreements have been entered into with the

management and key personnel in Sperre.

Dated: October 28(th), 2016

AKVA group ASA

Web: www.akvagroup.com

CONTACTS:

Trond Williksen Chief Executive Officer

Phone: +47 51 77 85 00

Mobile: +47 91 63 01 73

E-mail: [email protected]

Eirik Børve Monsen Chief Financial Officer

Phone: +47 51 77 85 00

Mobile: +47 91 63 98 31

E-mail: [email protected]

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)