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AKVA Group — Share Issue/Capital Change 2016
Apr 1, 2016
3532_iss_2016-04-01_859807bc-f2f5-4a66-940a-3b5389d9d749.html
Share Issue/Capital Change
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AKVA group ASA : Extended stock exchange notice - Purchase of shares in AD Offshore AS
AKVA group ASA : Extended stock exchange notice - Purchase of shares in AD Offshore 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
Reference is made to AKVA's stock exchange release dated 23 December 2015. AKVA
has on 31 March 2016 entered into an agreement with AØ Holding AS, Iboard AB and
Deep Sea Marine Monica Antonsen for the purchase of 58 percent of the shares in
AD Offshore AS ("ADO"). AØ Holding AS is controlled by ADO chairman and General
Manager Ansgar Østebøvik. Iboard AB is controlled by ADO Administration Manager
Bjørn Schulz. Deep Sea Marine Monica Antonsen, and related party Jarle
Birkeland, are also part of the key management in ADO . The key management
personnel will continue in their roles after completion of the transaction.
The purchase price for the purchased shares is based on an enterprise value of
ADO on a 100 percent basis of NOK 120,000,000, with adjustments for net debt and
deviations from a normalized level of working capital on completion. An
estimated final purchase price will be paid in cash on completion of the
transaction, which is expected to take place on 7 April 2016, subject to
fulfillment of completion conditions. Completion of the transaction is not
subject to regulatory approvals. AKVA and the owners of ADO have also agreed a
mutual option to buy / sell the remaining 42% of the shares in ADO. The option
is exercisable from the date that is five years from completion. The pricing of
the remaining 42 percent of the shares is linked to the performance of the
company over the next five calendar years.
AKVA will finance the transaction with a loan from Danske Bank.
The significance of the transaction for AKVA
ADO is a leading provider of farming services to the aquaculture industry in the
Norwegian county's Rogaland and Hordaland.
"The acquisition of AD Offshore AS is a natural step in AKVA group ASAs strategy
to strengthen the position in the service segment to the aquaculture industry.
We expect the market for farming services to the aquaculture industry to grow in
the coming years as well as we will see a consolidation of the players. Through
this acquisition AKVA group ASA will be well positioned to participate in this
development. AD Offshore AS also holds significant synergies with our existing
activity in this segment" states Trond Williksen, CEO of AKVA group ASA.
The transaction significantly strengthens AKVA's position in the farming service
industry, an industry which is expected to grow in the years to come.
AD Offshore AS
ADO has developed to become one of the larger aquaculture farming service
companies in Norway. The company is operating out of Haugesund and has 32
employees. Currently the company is operating 12 vessels providing a range of
services to the fish farming and offshore industry in Western Norway. In 2015
ADO had a turnover of NOK 87.0 million, net profits after tax of NOK 13.9
million and total assets of NOK 47.8 million.
The board of AD Offshore AS currently consists of Ansgar Østebøvik and Jarle
Birkeland, and the General Manager is Ansgar Østebøvik. AKVA has not entered
into any agreements for the benefit of management or key personnel in AKVA in
connection with the transaction. The selling shareholders and their controlling
owners have entered into customary non-compete and non-solicitation undertakings
in connection with the transaction, and will enter into new employment
agreements with ADO on market based terms. Other than the share purchase
agreement, and a shareholders' agreement including the put/call option described
above, no other agreements have been entered into with the management and key
personnel in ADO.
Dated: March 31(st), 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]
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AKVA group is the leading provider of technology and services to the global fish
farming industry and the only with global distribution. The products consist of
software systems, operational equipment and sensor systems, feed systems, cage
systems, net cleaning systems, light systems and recirculation aquaculture
systems.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1999350]