Agasti buys majority shareholding in Wunderlich Investment Company, Inc., completes private placement and changes name to Agasti Wunderlich

Agasti Holding ASA (Agasti) invests in 70.8 percent of Wunderlich Investment Company, Inc. (Wunderlich), establishing the only Nordic/US-based investment bank with joint operations within Capital Markets, Investment Management and Wealth Management. At the same time Agasti changes its name to Agasti Wunderlich ASA which becomes one of the largest independent wealth managers in the Nordic region. We will instantly offer a cross-border team and a unique knowledge and placement capability towards 1,200 institutional clients in the US, which also includes some of the largest private equity companies. Agasti Wunderlich will be the only Nordic player offering such capabilities.

Agasti invites to a presentation at Hotel Continental, Stortingsgaten 24, Oslo, Norway at 10:00 (Oslo time) Monday 27th May where Agasti's management together with Gary K. Wunderlich, founder and CEO in Wunderlich Securities, Inc., will be present. The presentation is open to everyone and can also be seen live via internet. Please use the link provided on Agasti`s Investor Relations internet pages http://www.agasti.no/en/investor-relations/. The link will be available shortly before the presentation starts. Attached to this stock notice is the presentation which will be used today..

After the transaction Agasti Wunderlich will have approximately 700 associates in 46 offices (20 in Norway and Sweden, with another 26 in 15 different states in the U.S.), a total turnover of approximately NOK 1 billion, total assets under administration of close to NOK 100 billion from 74,000 retail investors and more than 1,400 institutional clients.

The transaction will be completed by Agasti investing in 70.8 percent of the shares of Wunderlich from Coil Investment Group AS (Coil) and other shareholders with consideration in new issuance of Agasti-shares equal to 70.8 percent of total outstanding shares in Agasti. The transaction is based on an agreed upon an exchange ratio of 1:1 with the possibility of an additional consideration of up to 15 percent by achievement of certain key parameters within 2013 including also the share price development of the Agasti-shares after the presentation of fourth quarter figures for 2013. It is noted that Coil is owned and controlled by CEO of Agasti, Alfred Ydstebø and close family.

Agasti has also secured contingent subscriptions from some of the company’s largest shareholders and selected shareholders of Wunderlich to complete a private placement of NOK 54 million at NOK 1.35 per share. This represents a premium of 10.7 percent compared to the price at close of trading on Thursday 23rd May, the day before the placement was closed.

Depending on the share price development in the period until the Annual General Meeting (AGM), the company will offer a repair issue to remaining shareholders at the same price. The proceeds will be used for general corporate purposes and to further develop the strategic initiatives. The share purchase in Wunderlich, the private placement and the potential repair issue is contingent of approval at the company’s AGM planned on 26th June. The previously announced AGM on 29th May will be postponed and a new notice will be published shortly.

At the agreed upon exchange ratio of 1:1 the largest shareholders in Agasti have stated their support and enthusiasm for the transaction and the private placement was substantially oversubscribed. Key shareholders have committed to vote for the transaction on the AGM 26th June.

For further details about the transaction, please refer to the extended stock notice of 27th May 2013.

Expected synergies from the transaction:

  • Revenue synergies of ongoing mandates of approximately NOK 80-100 million per year.
  • Increased deal flow and transactional revenues will improve profitability and increased shareholder value.
  • A broader business platform resulting in a more robust financial position.
  • US placement capabilities rivaling the largest Nordic competitors, enabling the company to compete for the most attractive mandates from the largest clients.
  • Improved access to capital through increased awareness and visibility from US investors.
  • Joint ownership will increase organizational cooperation and internal motivation.
  • Increased credibility, improved reputation amongst customers, business relationships and other stakeholders.
  • Unique opportunities for the clients of the Agasti group, especially within the energy/oil service and real estate areas in the Nordic/US-axis.
  • A great recruitment position improving our position to attract, develop and retain some of the best professionals available.
  • The wealth management division will have access to best practice knowledge sharing in all aspects of their business from one of the most sophisticated retail savings markets in the world.

The longstanding relationship and cross-ownership between Wunderlich and Agasti is the key to enabling the transaction. Coil (52.7 percent) and other Norwegian shareholders (17.1 percent) have held a majority shareholding in Wunderlich since 2007. The ownership will be maintained through Agasti, but it is agreed that Coil will complete a limited divestment towards employees in Agasti of up to NOK 20 million at NOK 1.35 per share to get below the 1/3 ownership threshold of mandatory bid according to the regulations in the Norwegian Securities Trading Act (Verdipapirhandelloven). Jørgen Pleym Ulvness (Deputy CEO in Agasti Holding ASA) and Bjarne Eggesbø (CEO in Obligo Investment Management) have guaranteed for a divestment of up to NOK 14 million.

The establishment of Agasti Wunderlich Capital Markets AS as one of three business areas in the Agasti group in 2012 and the successful integration of Wunderlich Securities AS in Norway in March of this year has solidified the potential and synergies between the two organizations. Wunderlich is based on the same business model within Wealth Management and Investment Banking as the new Agasti group implemented in 2012. Both companies are experiencing improved momentum and expect positive results within 2013. The two organizations have already proved they work well together and have a continuous flow of ongoing and potential mandates. There is a mutual respect and trust between the organizations and both companies experience a shared culture.

The potential in the axis between the Nordic and US businesses is substantial, as both parties have observed over time. This potential will not diminish and during the coming years a multitude of Norwegian corporations will seek to attract capital from US-based investors. This group of investors already own approximately 20 percent of the shares on the OBX-index on the Oslo Stock Exchange, including the Norwegian government’s ownership. This speaks volumes about US investors’ appetite for Norwegian investment opportunities.

Since the fall of 2012 the Agasti group has increased its activity in the US, and has for a period of time worked closely with Wunderlich’s renowned Energy-team in Houston. The company has now laid a foundation enabling a strategic positioning and a unique potential to increase its profitability in the US and Nordic region considerably.

The process leading up to this transaction has been very extensive and efficient. Deputy CEO in Agasti, Jørgen Pleym Ulvness, has been in charge of the process from Agasti. Arctic Securities has conducted a fairness opinion, while Kluge Advokatfirma have acted as legal advisor to Agasti. ABG Sundal Collier have been engaged by Agasti to assist in the potential repair issue. CEO of Agasti, Alfred Ydstebø, has not participated in the preparation or decision process in relation to this transaction.

-It has been a good process where we have experienced firsthand that our cooperation over time has created a suitable environment and an excellent basis for a closer integration of the two companies. Due to Alfred Ydstebø’s ownership it has been important for us to hire external advisors for all aspects of the process and transaction. This gives us assurance that the transaction is not only rational from a business standpoint, but also represents an attractive proposition for our shareholders. The solid backing from our largest shareholders also confirms this, and we are very pleased to see the strong interest to subscribe in the private placement says Chairman in Agasti, Merete Haugli.

-It is hard to look for a better timing for a transaction like this. The past year we have established a well functioning working relationship, and also seeing a US economy which is steadily improving alongside a continued strong Norwegian economy. With the unique qualifications these two organizations represent we have an expertise within both the Norwegian and US corporate market which probably makes us one of the leading cross-border-teams in the Nordic/US-axis says founder and CEO of Wunderlich, Gary Wunderlich.

Oslo, 27 May 2013

For further information:
Jørgen Pleym Ulvness, Deputy CEO Agasti Holding ASA, +47 906 67 877
Tor Arne Olsen, CCO Agasti, +47 900 90 470
Gary K. Wunderlich Jr., Founder and CEO Wunderlich Securities, Inc. (+1) 901 270 3107


About Wunderlich Securities, Inc.
Wunderlich is the sole shareholder of Wunderlich Securities, Inc., a Tennessee corporation and a United States registered broker-dealer and investment advisor. Wunderlich Securities was established in 1996 by Gary K. Wunderlich Jr. and is based in Memphis, Tennessee with 26 offices in 15 states, approximately 450 associates, and assets equivalent to USD 7.3 billion under administrations for private and institutional clients. Wunderlich provides private client services, institutional fixed income brokerage services, equity capital market services, and investment banking services.

www.wunderlichsecurities.com

About Agasti Holding ASA
The Agasti Group is a leading provider of investment advice, management and an advisor and facilitator of capital market services for wealthy individuals, companies and institutional investors. The group was established in 1990 and the controlling company Agasti Holding ASA has been listed on the Oslo Stock Exchange since 2001. At the end of 2012 the group had 213 employees and operating activities in Norway and Sweden, as well as in the USA through a strategic alliance with Wunderlich Investment Company. The head office moved from Stavanger to Oslo in 2012. Per 31 March 2013 the Group had assets under management of NOK 55 billion on behalf of 43,000 clients.
www.agasti.no

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.

This information is subject of the disclosure requirements pursuant to sections 4-4 and 5-12 of the Norwegian Securities Trading Act.