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

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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS EXTENDED STOCK NOTICE IS PREPARED IN ACCORDANCE WITH THE NORWEGIAN SECURITIES ACT (VERDIPAPIRHANDELLOVEN).

Oslo, 27 May 2013: Agasti Holding ASA (the "Company" or "Agasti", ticker "AGA") has signed an agreement to buy 70.8 percent of the shares of Wunderlich Investment Company, Inc. ("Wunderlich") to create a US-Nordic investment banking group.

Summary

  • Agasti acquires 70.8 percent of Wunderlich from Coil Investment Group AS (the "Seller" or “Coil”) and certain other sellers, and as consideration, the Seller will receive 184.8 million new shares to be issued in Agasti, equivalent to 70.8 percent of its outstanding shares (the "Transaction"). The Transaction is based on a relative valuation between Agasti and Wunderlich on a 1:1 basis. The consideration may be increased with up to 15 percent based on certain earn-out criteria.
  • Agasti has on Friday, May 24 also raised MNOK 54 in gross proceeds through a private placement of 40 mill new shares at a price of NOK 1.35 per share (the "Private Placement"), a premium of 10.7 percent compared to the closing price on Thursday May 23.
  • Agasti further announces the intention to conduct a subsequent repair offering of up to MNOK 20 towards shareholders that were not invited to participate in the Private Placement at the same price per share as the Private Placement (the "Subsequent Offering").
  • The Transaction, the Private Placement and the Subsequent Offering are, inter alia, subject to approval by Agasti's annual general meeting of shareholders. The Board has decided to postpone the ordinary general meeting scheduled for 29 May, and will soon send a notice of an ordinary general meeting to be held on 26 June 2013.
  • The Transaction is also pending compulsory regulatory approval in the US and Norway.
  • The board will propose to change the Company's name to Agasti Wunderlich ASA.

For the complete extended stock notice please see attachement.

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