• news.cision.com/
  • Aker ASA/
  • Aker ASA: Merger plan with Aker Floating Production ASA approved by the Boards of Directors
English

Aker ASA: Merger plan with Aker Floating Production ASA approved by the Boards of Directors

Report this content

Reference is made to the stock exchange announcements issued by Aker ASA("Aker") and Aker Floating Production ASA ("AKFP") on 7 November 2011 on AkerASA's proposal for a merger between AKFP and Aker Floating Holding AS ("AKFH"),a wholly owned subsidiary of Aker. Furthermore, reference is made to the stockexchange announcement issued by AKFH and Converto Capital Fund AS ("CCF") on 9November 2011 on AKFH's purchase of shares in AKFP from CCF.

Aker has approved the merger plan for the merger between AKFP and AKFH, at whichAker is to issue consideration shares. The merger plan has been approved by theBoard of Directors in the two merging companies, and is available withappendices at AKFP's website.

The proposed merger is a part of the process of reorganising and refinancing theAKFP-group to ensure further operation and development of the Aker group'soperations.

The merger is proposed to be structured as a so-called triangular merger inaccordance with the Public Limited Liability Companies Act section 13-2 (2). Forthe minority shareholders of AKFP, the settlement of the merger will be by wayof shares in Aker. One share in AKFP gives 0.019 shares in Aker. The exchangerate is based on a price per AKFP share of NOK 2.68 and a price per Aker shareof NOK 142.93.

The consideration shares will be obtained through a buyback program to belaunched in good time before the implementation of the merger, and thus, Akerwill not undertake any capital increase in relation to the merger. Ascompensation for the consideration shares, AKFH will issue a promissory note (aso-called merger claim) to Aker simultaneously with the registration of themerger. The face value of the merger claim shall correspond to the value of thecontribution shares in Aker. The claim shall be subordinated to AKFP's othercreditors.

The merger must be resolved at extraordinary general meetings in AKFP and AKFH,to be held at 12 December 2011.

AKFH owns 72.34 per cent of the shares in AKFP and can vote for all its shares.

If the merger is approved at both general meetings, a two months creditornotification period will commence on the date of registration of the resolutionin the Register of Business Enterprises. Consequently, and provided that allconditions of implementation has been fulfilled, the merger is expected to becarried out around late February 2012.

For further information, please contact:Head of corporate communication, Atle Kigen, Aker ASA. Telephone:+47 24 13 00 08 (office) or +47 90 78 48 78 (mobile)

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

Subscribe