Agasti continues with its original strategy that will show significant values in the group

Report this content

The Board of Agasti Holding ASA (Agasti) has decided to abort the planned process of buying a majority shareholding in Wunderlich Investment Company, Inc. (Wunderlich) and to continue the company's original strategy. Central to the strategy are the three business areas Wealth Management, Capital Markets and Investment Management which together ensure a solid, professional and comprehensive service to our customers. An important part of the strategy is also the unique existing strategic alliance with the Wunderlich system in the U.S. to ensure the development of Agasti’s institutional platform, in particular within Energy, Oilfield Services and Real Estate.

This decision is based on constructive discussions with a group of shareholders who did not agree with the Board's strategic choice to buy a majority stake in Wunderlich.

A total board and senior management, and a number of shareholders, has great faith in the potential of an acquisition of Wunderlich. However, a group of shareholders have the opinion that Agasti alone has a huge potential, and that therefore a transaction with Wunderlich is not desirable, and that Agasti can achieve the desired effects through cooperation without a significant capital raise. The board and senior management of Agasti therefore take into consideration that shareholders representing a significant portion of the shares do not want to complete the transaction with Wunderlich. This group of shareholders primarily would like to focus on the current strategy.

The Board's decision to abort the proposed transaction does not involve any change of Agasti’s other aspirations and development. For the benefit of customers and employees, as well as a desire to have a strong common shareholder base ahead to create harmony around the further development of the company, the Board finds it appropriate to withdraw the proposal for the acquisition of Wunderlich. In the current situation, this is undoubtedly the most beneficial for all parties to achieve the desired value and deliver on the company's established level of ambition.

The shareholder group which expressed their disagreement withdraws any ongoing legal proceedings and notice of any action, including any claims for an investigation and has agreed to stand behind Agasti’s strategy.

-The Board takes into consideration that shareholders representing a significant stake disagreed with the chosen strategy to buy a majority stake in Wunderlich. This is how shareholder democracy works, and this case shows that this works well in Agasti. We are pleased that we have strong and broad support in the shareholder community about the direction and the strategy we established in 2012, the Board remains convinced that it is a wise, progressive and profitable way to go for both our private and institutional clients, shareholders and employees, says chairman of Agasti, Merete Haugli.

- Nobody should be in doubt that the shareholders that openly have flagged their disagreement concerning buying a majority shareholding in Wunderlich have great expectations of the business model Agasti established in 2012, and that this is the right direction in order to create the best development of the company. But we disagreed with the Board’s proposal of buying a majority shareholding in Wunderlich. Nevertheless, we stand fully behind the company and its strategy and think it is the right one to develop the company in the best direction in order to create a profitable and attractive business for the benefit of customers, shareholders and employees, says Ole Peter Lorentzen.

Agasti has previously communicated the need to strengthen the capital base. Based on conversations with the subscribers in the Private Placement on 13 June 2013 totaling NOK 29.7 million, these subscribers, the shareholder group and Agasti agreed to instead strengthen the capital base by NOK 42 million. This is guaranteed by Tenold Gruppen AS with NOK 20 million, IKM Industi-Invest AS with NOK 2 million and Ludvig Lorentzen AS, Sissener AS, Perestroika AS og Mons Holding AS with a total of NOK 20 million. Tenold Gruppen AS has a right to acquire shares for a total of at least NOK 20 million either directly through the guarantee, through their subscription rights and through an equally sell-off from Coil Investment Group AS and Ludvig Lorentzen AS.

The Board of Agasti are very pleased with the involvement and support Tenold Gruppen AS gives the company and the strategy.

-I have great faith in the current strategy and senior management of Agasti and want to be part of the exciting journey which is started. Therefore, I am pleased to have been given guarantees to subscribe the same amount as in the original issue. We are in because we are convinced that Agasti have every opportunity to succeed with its existing strategy, says Øystein Tenold in Tenold Gruppen AS.

The Board firmly believes that Agasti will exit stronger from this process and believe that it is positive that the situation with the proposed acquisition created such a large commitment to the development of the company and that all involved have focused on that the possibilities ahead.

The parties agree to establish a board consisting of highly qualified candidates from the current board and new candidates with relevant financial and industrial expertise within a few days. This work is coordinated through the election committee. The parties also agree to identify highly qualified candidates to the election committee that better represent the shareholder groups, and in accordance with the Articles of Association, are approved by the general meeting.

As Agasti communicated by the publication of the proposed acquisition 27 May, there lies great potential in the cooperation between the Nordic and American businesses. This is also supported by the shareholder group which has expressed its opposition to the acquisition of Wunderlich. Together Agasti and Wunderlich will be very well positioned through the existing alliance. Agasti will through Wunderlich for example, still have access to a placing power in the U.S. that surpasses most Nordic industry peers, and compete for the most attractive mandates.

-The existing strategy that has been the foundation of our ambitions over the past year remains unchanged. Customers of Agasti now have access to some of the market's leading advisors and products, and we have already established one of the most experienced environments within Private Equity, Real Estate, Energy and Oilfield Services. The activity within our Investment Management division, Obligo Investment Management, is now one of the largest in the Nordic area and with a solid skill base with particularly strong international institutional investment banking expertise. Instead of an integration of Wunderlich in the U.S., we will develop the strategic alliance further. I am convinced that we also through our existing strategy and alliance over time will be able realize several of the identified synergies. Overall, our business model ensures an exciting, professional and comprehensive service to our customers, says Deputy CEO of Agasti, Jørgen Pleym Ulvness.

Oslo, 20 June 2013

Agasti Holding ASA is listed on Oslo Stock Exchange, has 220 associates and operates in Norway and Sweden, in addition to in the US via a strategic alliance with Wunderlich Investment Company.  As of 1st of January 2013 the group had NOK 51 billion in assets under management on behalf of 43,000 clients.

For more information:
Merete Haugli, Chairman Agasti, +47 996 07 000
Jørgen Pleym Ulvness, Deputy CEO Agasti, +47 906 67 877
Tor Arne Olsen, CCO Agasti, +47 900 90 470

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.