AKVA Group — M&A Activity 2018

Sep 6, 2018

AKVA group ASA: AKVA group ASA enters into agreement to divest Wise lausnir ehf

AKVA group ASA: AKVA group ASA enters into agreement to divest Wise lausnir ehf

This announcement is made pursuant to section 3.4 of the Oslo Børs' Continuing

Obligations of stock exchange listed companies.

AKVA group ASA ("AKVA" or the "Company") and Advania Holding hf. ("Advania")

have today signed a share sale and purchase agreement (the "Agreement") under

which AKVA, subject to the terms and conditions of the Agreement, shall divest

100% of the issued and outstanding shares in its wholly-owned subsidiary,

Wise lausnir ehf ("Wise", and the "Wise Shares") to Advania (the "Transaction").

The Transaction is conditional on clearance from the Icelandic Competition

Authority. The clearance is expected to be received during Q4 2018 or Q1 2019,

and the Transaction is expected to be completed immediately thereafter.

Parties to the transaction, transaction structure and consideration

Prior to completion of the Transaction, AKVA owns 100% of the Wise Shares.

Further, Wise owns 51% of the shares in Wise Blue AS, a private limited

liability company incorporated under the laws of Norway with business

registration number 915 344 313 ("Wise Blue", and together with Wise, the "Wise

Group"). The remaining 49% of the shares in Wise Blue are owned by two former

employees of the company.

The total consideration to be paid to AKVA is estimated to be approximately

Icelandic krona (ISK) 1,049,187,000 (equivalent to approximately NOK 80,577,562

based on Norges Bank's exchange rate as of 5 September 2018), representing the

estimated equity value of Wise at completion of the Transaction after customary

net debt- and working capital adjustments (the "Consideration").

The Consideration will be settled by (i) a cash payment by Advania to AKVA,

estimated at a total of ISK 799,187,000, adjusted for final net debt- and

working capital adjustments (the "Cash Consideration"), and (ii) AKVA issuing a

seller credit to Advania (as borrower) in the amount of ISK 250,000,000 on

completion of the Transaction (the "Seller Credit"). The Wise Shares will be

transferred from AKVA to Advania together with all rights attaching to them,

free and clear of any encumbrances.

Completion of the Transaction is subject to customary completion conditions,

including inter alia the following:

i. the Icelandic Competition Authority having cleared the Transaction

(actively or tacitly by not intervening against the Transaction within the

statutory time limits) on or before 16 February 2019, unconditionally or

without material conditions;

ii. the parties having obtained the necessary written third-party consents to

the Transaction; and

i. the parties not being in material breach of their obligations under the

Agreement on completion of the Transaction.

The Agreement otherwise contains terms customary in the Norwegian and the

Icelandic market, including customary representation and warranties and

indemnities given by AKVA.

Significance of the Transaction for AKVA

The business of Wise is outside AKVA's strategic focus areas, which mainly

includes solutions and services to the global aquaculture industry. Although the

development of Wise is positive, AKVA believes that the contemplated Transaction

will strengthen AKVA by the opportunity of re-allocating capital and management

resources to its core businesses. Similarly, Wise will be given the opportunity

to explore its full potential together with a dedicated and focused owner, with

long and broad experience within a wide range of IT related services and

functions.

The estimated Cash Consideration of  ISK 799,187,000 is payable on completion of

the Transaction, and the Seller Credit in the amount of ISK 250,000,000 is

interest bearing and payable as of 1 December 2019. Thus, the Transaction is

estimated to result in an accounting gain for AKVA in the amount of ISK

360,000,000.

For further financial details on Wise, see "Information about the Wise Group"

below.

Agreements to the benefit of board members or management in AKVA or in the Wise

Group

Pursuant to the Agreement, and as further described in a separate agreement

between Wise Group and certain members of the management within the Wise Group

(the "Managers"), the Managers are entitled to receive a transaction bonus of

approximately ISK 20 million in aggregate to be paid by Wise Group, subject to a

successful completion of the Transaction in accordance with the Agreement.

Other than as set out above, and to the best of the Company's knowledge, there

are no agreements entered into, or that are planned to be entered into, in

connection with the Transaction, for the benefit of senior employees or members

of the board of directors of AKVA; for the senior employees or members of the

board of directors of Wise or for the senior employees or members of the board

of directors of Wise Blue.

Information about the Wise Group

Wise is a private limited liability company incorporated under the laws of

Iceland with business registration number 630407-0870. The Wise Group is

headquartered in Reykjavík, Iceland, and currently has approximately 80

employees.

The Wise Group offers a wide range of flexible and customizable enterprise

reporting planning (ERP) and business management software and related services.

The Wise Group has developed a significant amount of proprietary software

solutions that can be packaged to create tailored platforms for its customers.

The board of directors of Wise currently consists of 1 individual, namely

Hallvard Muri (chairman and sole board member). Mr. Muri has served as board

member since November 2016, and his term expires in June 2019.

The executive management of Wise currently consists of 6 individuals as set out

in the table below:

Name Position Employed since

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Hrannar Erlingsson General Manager October 2003

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Jón Heiðar Pálsson Sales and Marketing Manager September 2004

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Margrét Erla Eysteinsdóttir Director of Service and January 2005

Consultancy

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Sigríður Helga Hermannsdóttir Director of R&D December 1995

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Stefán Torfi Höskuldsson Director of BI and IaaS September 2007

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Steinunn Ragna Hjartar Financial Manager September 2009

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As of the date of this announcement, the share capital of Wise is ISK

500,000, divided on 500,000 shares, each with a par value of ISK 1.

Year ended 31 December

2017 2016 2015

In ISK thousand (audited) (audited) (audited)

Operating revenue 1,479,050 1 457,395 1,360,884

Operating profit 103,804 114,774 99,945

Profit (loss) before tax 109,190 122,740 107,384

Profit (loss) for the period 94,101 102,480 95,015

Total assets 496,687 476,559 517,857

Total equity 178,731 175,355 201,463

Total liabilities 317,956 301,204 316,395

For further information on Wise, please refer to https://www.wise.is/en/.

* * *

Dated: September 6(th), 2018

AKVA group ASA

Web: www.akvagroup.com

CONTACTS:

Hallvard Muri Chief Executive Officer

Phone: +47 51 77 85 00

Mobile: +47 91 58 07 50

E-mail: hmuri@akvagroup.com

Simon Nyquist Martinsen Chief Financial Officer

Phone: +47 51 77 85 00

Mobile: +47 91 63 00 42

E-mail: snmartinsen@akvagroup.com

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.