Aker ASA: Aker BioMarine AS – Contemplated private placement and listing on Merkur Market
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FORNEBU, 19 June 2020 – Aker ASA and Aker Capital AS (jointly “Aker”) announces that its subsidiary Aker BioMarine AS ("Aker BioMarine" or the “Company”), has engaged Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and Skandinaviska Enskilda Banken AB (publ.) (Oslo branch), (the “Joint Bookrunners”), to assist the Company in a contemplated private placement (the “Private Placement”) of new shares in the Company followed by a listing of its shares on Merkur Market (the “Listing”). The Company further intends to proceed with a listing on the Oslo Stock Exchange (“OSE”) within Q1 2021. Aker BioMarine is a marine ingredients company which has over recent years invested significantly in additional capacity and building a fully integrated value chain, which now positions the Company for strong further growth.
“Aker BioMarine is a positive value trigger in Aker’s portfolio of industrial investments. This is the result of a long-term commitment to Aker BioMarine and is a diversification within a core area for Aker in a fast-growing marine ingredients market. Aker and the company have invested significantly in building a fully integrated value chain, forming the basis for profitable and sustainable growth,” says Øyvind Eriksen, President and CEO of Aker ASA.
The Private Placement comprises an offering of up to 18,532,542 new shares issued by the Company (the “New Shares”), raising gross proceeds of up to approximately USD 225 million, or NOK 2,147 million based on a USD/NOK exchange rate of 9.54. The Private Placement will result in a free float of approximately 21 per cent.
The Private Placement has received significant interest from high quality institutional investors. Multiple tier 1 institutions in the Nordics and in the US have pre-committed to subscribe for a substantial amount in the Private Placement.
The Company intends to use the net proceeds from the issue of New Shares to strengthen the balance sheet, including the repayment of a shareholder loan to Aker ASA of approximately USD 90 million plus accrued interest, increase flexibility for growth investments, and for general corporate purposes.
Aker’s principal owner and chairman, Kjell Inge Røkke, has been passionate about Aker BioMarine’s commercial opportunities since its establishment in 2006: “I have been curious about krill’s nutritious and valuable ingredients since I started fishing in the early 1980s. I am impressed by what CEO Matts Johansen and the Aker BioMarine team have achieved in recent years,” says Røkke and points to an analogy from football. “Liverpool is Liverpool, and that won’t change. But Liverpool has become something entirely different after Jürgen Klopp took over as the club’s manager in 2015. I like to say the same about Aker BioMarine. The company has become entirely different after Matts took over as CEO. It’s a pleasure to witness Matts and his team’s accomplishments over the years.”
The Offer Shares will be offered at a price per share of NOK 115.85 (the "Offer Price"). The Offer Price corresponds to a pre-money value of the equity of the Company of approximately NOK 8 billion.
The final number of Offer Shares will be determined by the Company, in consultation with the Joint Bookrunners, after completion of the application period.
The application period commences today at 09:00 CEST and closes at 16:30 CEST on 26 June 2020. The application period may be shortened or extended at any time and on short notice. In the event of an extension of the application period, the allocation date, the payment due date and the date of the listing as set out herein may be changed accordingly.
“Aker BioMarine is experiencing increased interest in the capital market. Following a strategic review with input from potential investors, Aker considers the timing of a private placement to be a natural next step in the development of the company. Not only will it enable the company to finance growth investments and pursue growth opportunities, but the transaction will also diversify its shareholder base as we enter the next phase of Aker BioMarine’s growth and value creation,” says Øyvind Eriksen.
As part of the Private Placement, the Company will apply for listing of its shares on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange (Oslo Børs ASA, “OSE”). Subject to completion of the Private Placement, the expected first day of trading will be on or about 6 July 2020. The Company has resolved to proceed with a listing on the main list of OSE, subject to completion of the Private Placement.
Positioned for growth
Aker BioMarine is a marine ingredients company built on Aker’s core competency within fishery, selling its krill-based products in the aquaculture feed industry, human supplements industry and pet food industry, both as ingredients to industry-leading brands, or directly with products under its own brand. Aker BioMarine is positioned as the leader within krill harvesting and processing. 41 per cent of the Company’s revenues in 2019 originated from North America, 24 per cent from Europe, the Middle East and Africa (EMEA), 23 per cent from the Asia Pacific, and 12 per cent from the rest of the world.
Krill is the largest single species marine biomass on the planet and has significant benefits to humans, pets, and other animals. Sustainability is at the core of the Company through focus on preventing lifestyle diseases, increasing resources utilisation, and promoting sustainable fishery practices. Aker BioMarine’s krill fishery has been ranked among the world’s most sustainable fishery for the last five years by Sustainable Fisheries partnership with an awarded A-rating. Its fishery and production are certified by the MSC and Friends of the Sea.
Based on its scale, Aker BioMarine has a strong cost position and a low unit cost. The Company has invested significantly in building a fully integrated value chain from harvesting with its fleet of three harvest vessels to distributions to global brands, in addition to its new consumer brand currently being launched. In order to further develop its markets, Aker BioMarine has built strong R&D capabilities as part of its value chain. The Company is the pioneer in krill research and has invested more than USD 500 million over the last 15 years in building its innovative and science-based operations. The integrated value chain enables Aker BioMarine to obtain close contact with the market, securing insight into consumer preferences for further product research.
Aker BioMarine consists of two business areas, Ingredients and Brands. Ingredients today represents approximately 70 per cent of the revenues, while Brands represents about 30 per cent of the revenues in 2019. Over the next 5 years, the Company targets an approximate 50/50 split between Brands and Ingredients.
Within Ingredients, Aker BioMarine produces and markets ingredients for aquaculture and pet food, marketed under QRILL. QRILL Aqua is shown to increase growth and robustness in salmon and to improve quality of the filet. QRILL High Protein offers a protein rich product used in formulated diets for aquaculture nutrition. QRILL Pet offers a number of benefits for pets, including healthy organs, joints and fur. Superba is the B2B brand for high quality krill oil for human consumption, sold in bulk and capsules to brand owners. In 2019, QRILL Aqua contributed with 39 per cent of sales within Ingredients, QRILL High Protein with 5 per cent, QRILL Pet with 2 per cent, while Superba accounted for 54 per cent of sales.
Within Brands, Aker BioMarine has two companies, Lang and Epion. Lang is a full service, mass market private label and corporate brand manufacturer within supplements, based in the US with large US retailers as its primary customers. Through Lang, Aker BioMarine has established direct access to 85 percent of relevant retail market in the US. In 2019, Lang had full-year revenues of USD 90 million, but was consolidated from March 2019.
Epion is in the process of launching a new consumer brand, Kori. Kori will be available in several major retailers in the US. Aker BioMarine will initially reinvest all of the profits from the brand into marketing in order to further develop the market in the US, which is the biggest market for krill oil sales. Epion has had USD 1 million in sales year-to-date after its launch in the second quarter 2020, and Aker BioMarine has an ambition for it to become a USD 100 million revenue company over the next 5 years.
Aker BioMarine delivered revenues of approximately USD 246 million in 2019 and adjusted EBITDA of approximately USD 53 million in 2019, representing a growth of 60 per cent and 36 per cent from 2018, respectively. The Company’s revenues totalled USD 71 million in Q1 2020, up from USD 39 million the previous year. Adjusted EBITDA ended at USD 13 million for the quarter, up from USD 3 million at the end of Q1 2019. Aker BioMarine operates in markets with significant growth potential and the Company targets 20 – 30 per cent organic revenue growth over 2021-2022, on the back of recent capacity increases and a medium-term growth target of 10 – 15 per cent per year. The Company targets an EBITDA margin above 30 per cent over the medium term.
“We have taken global leading positions in our fields and were named Europe’s most innovative company in 2018 by the European Business Awards. We have brought together teams of experienced fishermen, scientists, project managers and marketing experts to create a combination of business-case development, product innovation and leadership that are vital for company growth. I look forward to leading the team into a new era as a listed company,” says Matts Johansen, CEO of Aker BioMarine. Johansen has been with the Company since 2009 and has served as CEO since 2015.
An updated company presentation for Aker BioMarine has been published on Aker ASA’s website: www.akerasa.com
Private placement details
The Private Placement is directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S Securities Act. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate amounts below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available.
Allocation of Offer Shares will be determined at the end of the application period by the Company at their sole discretion. The Company may focus on allocation criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Settlement instructions are expected to be distributed by the Joint Bookrunners on or about 29 June 2020. Settlement is expected to take place on or about 1 July 2020 on a delivery versus payment basis.
The New Shares will be settled with existing and unencumbered shares in the Company, pursuant to a share lending agreement between DNB Markets, the Company and Aker. DNB Markets will settle the share loan pertaining with new shares to be issued by the Company.
The Company and the Joint Bookrunners reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company, Aker nor the Joint Bookrunners will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Further selling restrictions and transaction terms will apply.
Listing
The Company expects to meet the Oslo Stock Exchange minimum listing free-float criteria of 25 per cent through: (i) issuance of additional new shares to widen the shareholder base further where the gross proceeds will be used to finance further growth investments, (ii) dividend of shares from Aker Capital to the shareholders of Aker ASA and/or (iii) sale of existing shares from Aker if the price is significantly higher than in the Private Placement.
Current ownership
Aker Capital owns 98 per cent of the Company prior to the Private Placement. The CEO of the Company, Matts Johansen, owns 2 per cent of the Company prior to the Private Placement through his privately held company, KMMN Invest II AS. Aker and Mr. Johansen have entered into an agreement that Aker Capital will, subject to completion of the Private Placement, purchase 460,357 shares from KMMN Invest II AS at the Offer Price. Part of the settlement will go to settle a loan from Aker ASA to Mr. Johansen related to the shares in the Company. Following the Private Placement, Aker ASA, through Aker Capital, will own 68,132,830 shares, or 78 per cent, of the shares outstanding after the Private Placement, and KMMN Invest II AS will own 920,714 shares, or 1 per cent of the shares outstanding after the Private Placement.
Lock-up
The Company, the Company’s CEO Matts Johansen and Aker will enter into customary lock-up arrangements with DNB Markets that will restrict, subject to certain exceptions, their ability to, without the prior written consent of DNB Markets, issue, sell or dispose of shares, as applicable. The Company and Matts Johansen, through his company KMMN Invest II AS, will be subject to a lock-up period of 12 months while Aker is subject to a lock-up period of 6 months. DNB Markets shall consent to Aker selling shares or distributing shares in the Company to Aker’s shareholders to secure the required free-float for a OSE listing, and to the Company issuing shares related to a subsequent IPO on OSE in order to secure the required free-float for a listing.
Conditions
Completion of the Private Placement is conditional on (i) the Company, in consultation with the Joint Bookrunners, having approved the Offer Price and the allocation of the Offer Shares to eligible investors following the application period and (ii) the Company's general meeting and board of directors resolving to issue the New Shares. In addition, completion of the Private Placement is conditional on the Company's shares being admitted to trading on Merkur Market. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.
Advisors
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ.) (Oslo branch) have been engaged as Joint Bookrunners for the Private Placement and the Listing. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
For further queries, please contact:
Katrine Klaveness, Chief Financial Officer, Aker BioMarine AS
Telephone: +47 99 15 89 15
Torbjørn Kjus, Chief Economist & Head of Investor Relations, Aker ASA
Telephone +47 94 14 77 30
Atle Kigen, Head of Corporate Communications, Aker ASA
Telephone + 47 90 78 48 78
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by and, and is the responsibility of, the Company. The Joint Bookrunners and their affiliates are acting exclusively for the Company and Aker and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise.
Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, Aker, each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement and the contemplated Listing may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is for information purposes only. It does not purport to be complete, and it is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, Aker and the Joint Bookrunners, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.