Aker Clean Hydrogen: Merger With Aker Horizons to be Completed Today – Last Day of Trading

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. 

Reference is made to the previous stock exchange announcements by Aker Clean Hydrogen AS (“Aker Clean Hydrogen” or “ACH”) regarding the contemplated merger with Aker Horizons ASA (“Aker Horizons”). The merger will be carried out as a triangular merger whereby ACH will merge with Aker Horizons’ wholly-owned subsidiary AH Seksten AS as the surviving entity and Aker Horizons will issue consideration shares.

The creditor notice period for the merger has now expired, in accordance with section 13-17 of the Norwegian Public Limited Liability Companies Act, without any creditors objecting. All conditions for completion of the merger are therefore fulfilled. The boards of Aker Clean Hydrogen and AH Seksten AS  have therefore resolved to complete the merger by final registration in the Norwegian Register of Business Enterprises after close of trading on the Oslo Stock Exchange today, Friday 17 June 2022 (the "Effective Date") which will be the last day of trading in the ACH shares on Euronext Growth (Oslo).

Eligible shareholders in ACH (other than Aker Horizons) will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH as of the expiry of the Effective Date, as such shareholders appear in the shareholder register with Euronext Securities Oslo (the “VPS”) as at the expiry of Tuesday 21 June 2022 (the “Record Date”).

The consideration shares will be delivered to the eligible shareholders through VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the number of consideration shares delivered to each eligible ACH shareholder will be rounded down to the nearest whole number. Excess shares, which as a result of this round down will not be allotted, will be issued to and sold by DNB Markets, a part of DNB Bank ASA. The sales proceeds will be given to Aker Horizons, which will give the sales proceeds further to charity.

The merger is executed and implemented in parallel with a contemplated triangular merger between Aker Horizons and Aker Offshore Wind AS (“AOW”).  Upon completion of both mergers, the shareholders of ACH and AOW will receive a total of up to 80,612,586 consideration shares in Aker Horizons.

Advisors 

Pareto Securities AS is engaged as financial adviser to ACH and Advokatfirmaet Thommessen AS is acting as legal counsel to ACH. 

Contact information 

Investor contact: 

Kristoffer Dahlberg, +47 911 24 475, kristoffer.dahlberg@akercleanhydrogen.com

Media contact:  

Mathias Nilsen Reierth, +47 988 05 724, mathias.reierth@akerhorizons.com

About Aker Clean Hydrogen

Aker Clean Hydrogen aims to develop, build, own and operate clean hydrogen production on an industrial scale. Aker Horizons is the majority shareholder of the company, and Aker Clean Hydrogen uses domain expertise across the Aker Group, including systems integration, engineering, technology development, project implementation, digitalization and financial optimization to increase efficiency and reduce project costs. The company aims to reach a net installed capacity of 5 GW by 2030, and will make a major contribution to realizing the hydrogen industry and reducing greenhouse gas emissions globally.

IMPORTANT NOTICE

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

This announcement is issued for information purposes only and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction.  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 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.

The securities mentioned herein, including the consideration shares expected to be issued as part of the merger, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act or in a transaction not subject to the US Securities Act.

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", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions.  By their nature, forward-looking statements involve risk and uncertainty because they reflect ACH's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither Aker Clean Hydrogen nor Aker Horizons undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement or otherwise.

Pareto Securities AS is acting exclusively for Aker Clean Hydrogen in connection with the merger and for no one else and will not be responsible to anyone other than Aker Clean Hydrogen for providing the protections afforded to its clients or for providing advice in relation to the merger.

This announcement is for information purposes only and 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 Aker Clean Hydrogen or otherwise.