AKVA Group — M&A Activity 2019

Sep 25, 2019

National Storage Mechanism | Additional information

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This announcement is made pursuant to section 3.4 of the Oslo Børs' Continuing Obligations of stock exchange listed companies.

AKVA group ASA ("AKVA") and Centara ehf ("Centara") have today signed a share sale and purchase agreement and completed the transaction where AKVA has divested 100% of the issued and outstanding shares in its wholly-owned subsidiary Wise lausnir ehf ("Wise", and the "Wise Shares") (the "Transaction").

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 settled by cash payment by Centara to AKVA on 25 September 2019 is Icelandic krona (ISK) 910,778,164, representing the equity value of Wise after customary net debt- and working capital adjustments. In addition, AKVA will receive a dividend, approved before the Transaction, of ISK 197,000,000, as soon as Wise has received certain confirmations from the Icelandic tax authorities. Thus, the total proceeds from the Transaction is ISK 1,107,778,164 (equivalent to approximately NOK 80,092,361 based on Norges Bank's exchange rate as of 24 September 2019). The Transaction results in an accounting gain for AKVA of NOK 21,283,000 excluding transaction costs.

The Wise Shares have been transferred from AKVA to Centara together with all rights attaching to them, free and clear of any encumbrances.

Significance of the Transaction for AKVA

The business of Wise is outside AKVA's strategic focus areas, which mainly include solutions and services to the global aquaculture industry. Although the development of Wise is positive, AKVA believes that the 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.

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

Certain members of the management within the Wise Group have received a transaction bonus of approximately ISK 19.5 million in aggregate (equivalent to approximately NOK 1,409,850 based on Norges Bank's exchange rate as of 24 September 2019) paid by Wise Group.

Other than as set out above, and to the best of AKVA'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.

The executive management of Wise currently consists of 5 individuals as set out in the table below:

Name	Position	Employed since
Hrannar Erlingsson	General Manager	October 2003
Jón Heiðar Pálsson	Sales and Marketing Manager	September 2004
Margrét Erla Eysteinsdóttir	Director of Service and Consultancy	January 2005
Sigríður Helga Hermannsdóttir	Director of R&D	December 1995
Stefán Torfi Höskuldsson	Director of BI and IaaS	September 2007

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.

Please find below certain unaudited and audited consolidated key financial figures for the Wise Group: 

	YTD June	Year ended 31 December
In ISK thousand	2019	2018	2017	2016
(unaudited)	(audited)	(audited)	(audited)
Operating revenue	732,513	1,517,095	1,479,050	1 457,395
Operating profit	17,580	150,862	103,804	114,774
Profit (loss) before tax	24,233	157,542	109,190	122,740
Profit (loss) for the period	19,386	129,201	94,101	102,480
Total assets	690,890	615,841	496,687	476,559
Total equity	138,489	306,298	178,731	175,355
Total liabilities	551,901	309,543	317,956	301,204

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

* * *

Dated: 25 September 2019

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 the Norwegian Securities Trading Act