Aker ASA: Aker proposes a merger with Aker BioMarine

Aker ASA ("Aker") proposes a merger with Aker BioMarine ASA ("Aker BioMarine").This comes as a result of an offer made by the biotechnology company's second-largest owner, AXA Investment Managers ("AXA"), to sell its shareholding in AkerBioMarine to Aker.

Aker owns 1 010 130 905 shares in Aker BioMarine, equaling  86.13 per cent ofthe outstanding shares and votes in Aker BioMarine, through its wholly-ownedsubsidiary Aker Seafoods Holding AS ("AKSH"). AXA Investment Managers holds57 908 675 shares, equaling 4.94 per cent of the outstanding shares and votes inAker BioMarine.

The discussions between Aker and AXA have resulted in Aker proposing a mergerbetween AKSH, as the transferee company, and Aker BioMarine, as the transferorcompany, where the minority shareholders in Aker BioMarine, AXA included, shallreceive shares in Aker as consideration. The merger terms are based on Aker andAker BioMarine's closing share prices on the last day of trade on Oslo StockExchange prior to the announcement of the merger proposal (11 September 2012),and a premium of 17 per cent over the closing share price of Aker BioMarine onthe same day. The conversion rate is premised on a price of NOK 1.20 per sharefor Aker BioMarine, and a price of NOK 185 per share for Aker. 154.2 shares inAker BioMarine thereby give 1 share in Aker.

AXA wishes to adjust its total exposure to Aker shares and has entered anagreement with The Resource Group TRG AS, whereby The Resource Group TRG ASacquires 58 540 shares in Aker. The Resource Group TRG AS is a companycontrolled by Kjell Inge Røkke, Aker's chairman.

"It has taken some time to develop Aker BioMarine into a mature industrialcompany," Aker's President and CEO Øyvind Eriksen said. "However, the company isin a positive development phase. Aker will now take responsibility for thecontinued industrial and financial development of Aker BioMarine as a wholly-owned subsidiary, so as to make this company a good investment for Aker."

The merger must first be approved by the boards of Aker, AKSH and AkerBioMarine, and subsequently by the shareholders in extraordinary generalmeetings in AKSH and Aker BioMarine, which are scheduled to be held in November2012. Aker, AKSH and AXA commit to voting in favor of the merger.

"AXA has been invested in Aker BioMarine since the company was listed and hasparticipated in its rights issues,'' Aker's Chairman Kjell Inge Røkke said. "Iregret that AXA has chosen not to retain its ownership in Aker BioMarine, andgiven this development, the rationale for keeping the company listed on thestock exchange no longer exists. Aker will pursue its ambitions for AkerBioMarine and we hope the biotechnology company's minority shareholders willwish to partake in the continued value growth of the company, as investors inAker. Given the circumstances, I believe this is the best solution for allparties involved."

Should the merger be approved at the general meetings, a two-month creditornotification period will commence on the date of registration of the resolutionin the Register of Business Enterprises. Consequently, provided that all theconditions for implementation have been fulfilled, the merger is expected to beexecuted by February 2013.

The Aker consideration shares will be acquired through a share buyback programthat will be initiated well in advance of the execution of the merger.

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For further information, please contact:Media:Atle Kigen, Head of Corporate CommunicationsPhone:   +47 24 13 00 08Mobile: +47 907 84 878

Investors:Marianne Stigset, Investor Relations ManagerPhone:   +47 24 13 00 66Mobile: +47 41 18 84 82

This information is subject of the disclosure requirements acc. to §5-12 vphl(Norwegian Securities Trading Act)

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Aker ASA via Thomson Reuters ONE