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  • Aker Solutions ASA: Merger With Kværner ASA to Be Completed
    édité le 10/11/2020 - Plus de news de "Aker Solutions" - Voir la fiche entreprise de "Aker Solutions"

Aker Solutions ASA: Merger With Kværner ASA to Be Completed
Reference is made to the previous stock exchange announcements made by Aker Solutions ASA regarding the contemplated merger with Kværner ASA as further set out in the merger plan dated July 17, 2020 (the “Merger”). The Merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved.

The creditor notification period for the Merger expired on November 9, 2020, in accordance with section 13-17 of the Public Limited Liability Companies Act, without any creditors objecting. All conditions for completion of the Merger are therefore fulfilled. Accordingly, the boards of directors of Kvaerner and Aker Solutions have resolved to complete the Merger by final registration of completion in the Norwegian Register of Business Enterprises after close of trading on the Oslo Stock Exchange today, Tuesday, November 10, 2020 (the “Effective Date”) which will be the last day of trading in the Kvaerner shares.

Eligible shareholders in Kvaerner will receive 0.8183 shares in Aker Solutions as Merger consideration (the “Consideration Shares”) for each share in Kvaerner they own as at the expiry of the Effective Date (today), as such shareholders appear in the shareholders register with the Norwegian Central Securities Depositary (the “VPS”) as at the expiry of November 12, 2020 (the “Record Date”). Upon completion of the Merger, Aker Solutions will consequently issue 220,122,700 Consideration Shares.

The Consideration Shares will be delivered to Eligible Shareholders through VPS on November 13, 2020. Fractions of shares will not be allotted, and for each eligible Kvaerner shareholder the Consideration Shares will be rounded down to the nearest whole number. Excess Consideration Shares, which as a result of this round down will not be allotted, will be issued to and sold by Skandinaviska Enskilda Banken AB (publ) (Oslo Branch). The sales proceeds will be given to Aker Solutions, which is free to give the sales proceeds further to charity.

The Consideration Shares will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. Consideration Shares may therefore only be delivered to Kvaerner shareholders that are either (i) not a US Person as defined in Regulation S of the Securities Act, or (ii) an “accredited investor” as defined in Regulation D of the Securities Act (“Eligible Shareholders”). Shareholders in Kvaerner that are not Eligible Shareholders will receive cash-in-lieu of the Consideration Shares following a sale of such Consideration Shares as they would otherwise be entitled to receive. Such Consideration Shares as the non-Eligible Shareholders would otherwise be entitled to, will be sold by Skandinaviska Enskilda Banken AB (publ) for the account of and for the risk of the relevant beneficiary with a proportional distribution of net sales proceeds among the non-Eligible Shareholders.

The Consideration Shares issued to Eligible Shareholders will constitute “restricted securities” under the U.S. Securities Act. As a condition to receiving Consideration Shares, each Eligible Shareholder who is an accredited investor will agree not to offer or sell any of the Consideration Shares received for a period of one year from issuance except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act.

About Aker Solutions

Aker Solutions helps the world meet its energy needs. We engineer the products, systems and services required to unlock energy. Our goal is to maximize recovery and efficiency of oil and gas assets, while using our expertise to develop the sustainable solutions of the future. Aker Solutions employs approximately 13,000 people in more than 20 countries.

About Kvaerner

Kvaerner is a project execution specialist and a trusted advisor for our customers. We provide engineering, procurement and construction (EPC) services and deliver advanced offshore and onshore installations around the world.

We have offices in seven countries and approximately 2 800 employees. Health, Safety, Security and Environment (HSSE) has the highest priority in our work, and we aim to deliver technology and solutions in a safe and sustainable way. Our passion, experience and expertise realise values for customers and societies. Kværner ASA, through its subsidiaries and affiliates (“Kvaerner”), is an international contractor and preferred partner for operators and contractors within oil and gas, renewable energy and in the field of engineering and fabrication.

Origine : Communiqué Aker Solutions

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