Aker ASA :OFFER TO PURCHASE SHARES IN AKER FLOATING PRODUCTION ASA
Aker Floating Holding AS (AFH) has today put forth an offer for the purchase ofall outstanding shares in Aker Floating Production ASA (AKFP) not owned by AFH.AFH is currently the largest shareholder in AKFP, representing 72.34% of theissued and outstanding shares.
As announced by AKFP on 12 December 2011, the shareholders of AKFP and AFH haveapproved a merger between AKFP and AFH, with consideration shares in Aker ASA(Aker). As previously communicated, it has been the intention of the parties tocomplete the merger by the end of February 2012. Completion is howevercontingent upon receipt of third party consents and although it is expected thatall consents will be obtained, there is uncertainty with regards to the timing.
The merger is an important step to strengthen the financial situation of AKFPand its capital structure, and it is therefore the view of AFH and Aker that itwould not be beneficial for any of the involved parties, including the minorityshareholders in AKFP, that the completion of the integration is subject to alengthy delay.
As a result of this, AFH has, as an alternative to the merger, today put forthan offer to acquire all remaining shares of AKFP not already owned by themthrough a cash offer of NOK 3.63 per share, based on and equivalent to thehighest end-of-day closing price after the announcement of the merger. In lightof Aker's current share price, it is the view of AFH and Aker that the offer isat least as attractive for the shareholders as the exchange rate offered in themerger. The offer is set forth as an alternative to the merger and does notentail that the decision to merge AKFP and AFH is no longer in effect, andaccordingly, the merger can still be completed should the required third partyconsents be obtained.
The offer values the shares not held by AFH at NOK 22.1 million. The offerperiod is from and including 2 March 2012 to 17:30 (CET) on 12 March 2012,unless extended by AFH.
The offer is not subject to the requirements in Chapter 6 of the SecuritiesTrading Act.
The complete details of the offer, including all terms and conditions, arecontained in an offer document which is being sent to the shareholders of AKFPin qualifying jurisdictions and made available on the websites of AKFP and Aker.The completion of the offer is subject to certain conditions being met, asfurther detailed in the offer document.
The offer will not be made and no offer document will be distributed in anyjurisdiction in which the making of the offer would not be in compliance withthe laws of such jurisdiction or would be unlawful or otherwise restricted. Thisnotification does not in itself constitute an offer. The offer will only be madeon the basis of the offer document and can only be accepted pursuant to theterms of such document.
AFH has engaged Arctic Securities ASA as financial advisor and receiving agentin connection with the offer.
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For further information, please contact:
Marianne Stigset, Investor Relations Manager
Phone: +47 24 13 00 66
Mobile: +47 41 18 84 82
Atle Kigen, Head of Corporate Communications
Phone: +47 24 13 00 08
Mobile: +47 907 84 878
This information is subject of the disclosure requirements pursuant to section5-12 of the 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