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Hafslund - voluntary offer and compulsory acquisition

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The City of Oslo and Fortum, which combined owns shares representing 87.8% of the capital and 91.3% of voting rights in Hafslund ASA, have notified Hafslund ASA that they have reached the following agreement:

  • The City of Oslo will through a new wholly-owned company make a voluntary offer for the purchase of all shares in Hafslund ASA. The bid price for each A and B share will be NOK 100 less any dividend paid in 2017. This values Hafslund ASA to approx. NOK 19.5 billion.

  • The City of Oslo and Fortum will accept the offer, and the City of Oslo’s wholly-owned company will thus, regardless of the acceptance of the other shareholders, own more than 90% of the voting rights in Hafslund ASA. There will be a compulsory acquisition of shares hold by minority shareholders who do not accept the voluntary offer pursuant to Section 6-22 of the Securities Trading Act and/or the Public Limited Liability Companies Act section 4-25. Shareholders who, within a period of at least two months, object to the compulsory acquisition offer, which is expected to correspond to the offer price, will have the acquisition offer determined by judicial discretion.

  • Hafslund ASA will be delisted from Oslo Børs when the compulsory acquisition has been completed.

  • Following the compulsory acquisition, transactions have been planned which result in the following new structure:

    • The Markets business area will be 100% owned by Fortum;

    • The Heat business area will first purchase Klemetsrudanlegget AS from the City of Oslo and the combined company will be owned by the City of Oslo and Fortum by 50% each;

    • The Production business area will be owned 90% by E-CO Energi (wholly owned by the City of Oslo) and 10% by Fortum; and

    • The remaining parts of Hafslund ("Nye Hafslund") with subsidiaries will continue as a pure grid company comprised of the current business area Networks (Hafslund Nett AS) and associated staff functions. This company will be 100% owned by the City of Oslo. It is expected that existing debt will be handled by Nye Hafslund.

The transactions are subject to approval by the City Council of Oslo on 14 June, from the Competition Authority and other relevant authorities. The transactions are expected to be completed in third quarter 2017.

The board will obtain an independent valuation and issue its opinion on the offer to the shareholders no later than one week before the deadline for the offer period.

Hafslund ASA
Oslo, 26 April 2017

For further information, please contact:

Chief Financial Officer (CFO), Heidi Ulmo, Tel.: +47 909 19 325, E-mail: heidi.ulmo@hafslund.no

Senior Vice President Corporate Communications and Public Affairs, Johan Chr. Hovland: Tel.: +47 917 63 491, E-mail: johan.hovland@hafslund.no

Head of Finance and Investor Relations, Martin S. Lundby: Tel.: +47 416 84 448, E-mail: martin.lundby@hafslund.no