Agreement among Aker Holding owners
Following a review by the international investment bank UBS of AkerSolutions' recent acquisition of shares and companies from Aker ASA,the owners of Aker Holding have reached a mutual understandingregarding the various issues raised concerning the transactions.Together, the parties will continue their cooperative ownership forthe benefit of the development of the Aker Solutions group.
- We are pleased to put an end to the uncertainty that arose as aresult of minority Aker Holding shareholders' reactions to thesetransactions. We are satisfied to learn that UBS has reached the sameconclusion as DnB NOR Markets - and expressly states that thetransactions are fair, says Aker President and CEO Øyvind Eriksen.
On 1 April 2009, Aker Solutions purchased shares in the companiesAker Oilfield Services, Aker DOF Deepwater, ODIM, and Midsund Brukfrom Aker. In addition, it was agreed that Aker Solutions willincrease its ownership interest in Aker Clean Carbon to 50 percent.UBS reviewed the first three of these transactions.
- Under the agreement reached, the transactions will not be reversed,nor will the agreed terms and conditions be modified. However, AkerHolding will ask Aker Solutions to present the strategy associatedwith the transactions in question to an Aker Solutions ASA generalmeeting, says Eriksen.
Aker Holding - the largest Aker Solutions shareholder - ownsapproximately 41 percent of Aker Solutions shares. Aker ASA owns 60percent of Aker Holding AS shares. The Norwegian government, Saab,and Investor AB are Aker Holding's minority shareholders; theirrespective shareholdings are: 30 percent, 7.5 percent, and 2.5percent.
Aker Holding expects the strategy and transactions to be treatedcollectively as a single item subject to a vote at the Aker SolutionsASA general meeting that will discuss the company's planned bondloan.
Aker Holding's owners have agreed that Aker Holding will vote for thetransactions and the aforementioned strategy at the general meeting.In the event that the anticipated majority vote, Aker Holding expectsthe Board of Directors of Aker Solutions ASA to implement themeasures the Board deems necessary in order to follow up on thedecision of the general meeting.
Further, Aker Holding will propose a supplementary election to AkerSolutions' Board of Directors to elect two independent Board memberswho will replace the member who recently resigned from the Board andone of the Board members associated with Aker ASA.
- This issue has uncovered both a need and mutual desire to reviewthe Aker Holding shareholder agreement once again, says ØyvindEriksen.
Further, the parties have agreed that a revised shareholders'agreement will ensure that any new transactions with closely relatedparties that require processing by the general meeting of AkerSolutions ASA or its subsidiaries under the Norway's LimitedLiabilities Companies Act or section 3-8 of the Norwegian CompaniesAct will be treated in such a manner that unanimous support of AkerHolding AS's Board of Directors is required.
For further information, please contact:Geir Arne Drangeid, Senior Partner and EVP, Aker ASA, tel:+47 913 10 458
This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.