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AKVA Group — M&A Activity 2021
Oct 19, 2021
3532_iss_2021-10-19_49749686-a29e-4e5e-9787-21c1db2aa567.html
M&A Activity
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AKVA group ASA: Israel Corp. announces results of its offer to purchase shares in AKVA group ASA
AKVA group ASA: Israel Corp. announces results of its offer to purchase shares in AKVA group ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL
Reference is made to the announcement made by AKVA group ASA ("AKVA" or the
"Company") on 29 September 2021 regarding the approximate 15 % stake investment
in the Company by Israel Corp., comprising of a private placement of 3,333,430
new shares (the "Private Placement") and purchases of minimum 2,166,730 existing
shares in the Company, each at a price of NOK 96.50 per share (the "Offer"). The
maximum number of shares acquired by Israel Corp. were to be determined by
Israel Corp. at its sole discretion following expiry of the offer period in the
Offer, provided however that Israel Corp.'s aggregate holding of shares in AKVA
upon completion of the Offer and the private placement of new shares shall not
exceed 19.99% (the "Maximum Ownership").
The acceptance period for Offer has expired, and the Offer is no longer capable
of acceptance.
Israel Corp. has, subject to satisfaction of the conditions for completion of
the Offer, decided to acquire 3,266,762 shares in the Offer, and will reduce
acceptances received as per the procedure described in the Offer terms and
conditions. Subject to and following completion of the Offer and the Private
Placement, which is expected to be considered by the Company's shareholders in
the extraordinary general meeting to be held on 20 October 2021, Israel Corp.
will accordingly hold in aggregate 6,600,192 shares in AKVA, representing 18.0 %
of the shares and votes in the Company. Egersund Group AS will still hold the
majority ownership in AKVA after completion of the Offer and the Private
Placement.
Assuming that the Private Placement is approved by the extraordinary general
meeting in the Company to be held on 20 October 2021, settlement of the Offer is
expected to take place on or about 22 October 2021, as further set out in the
Offer terms and conditions made available on the Company's website. Shares
tendered and accepted in the Offer will remain blocked until settlement or
cancellation of the Offer.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and
Advokatfirmaet BAHR AS is acting as legal advisor to Israel Corp. in connection
with the Offer and the Private Placement. Wikborg Rein Advokatfirma AS is acting
as legal advisor to AKVA in connection with the Offer and the Private Placement.
Dated: 19 October 2021
AKVA group ASA
Web: www.akvagroup.com
***
This information is subject to the disclosure requirements according to section
5-12 of the Norwegian Securities Trading Act.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions, and
may not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. Israel Corp. does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.