Aker Solutions Appoints New CEO and Launches Transformation to Spin Off Offshore Wind and CCUS Businesses to Shareholders and Merge with Kvaerner

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July 17, 2020 - Aker Solutions is launching a series of structural and strategic changes to transform the company and enhance shareholder value by spinning off the wind and carbon capture businesses to shareholders and merging Aker Solutions ASA ("Aker Solutions") with Kværner ASA ("Kvaerner") to create an optimized supplier company. Kjetel Digre has been appointed Chief Executive Officer of Aker Solutions, effective August 1, 2020, and will lead the combined company. 

Aker Solutions intends to spin off its wind development business as well as the carbon capture technology business to Aker Solutions’ shareholders in two separate companies expected to be admitted to trading on Merkur Market on the Oslo Stock Exchange.

"Aker Solutions has developed technology and taken strong positions in markets for offshore wind and carbon capture, utilization and storage," says Øyvind Eriksen, Chairman of Aker Solutions. "However, it has become increasingly clear that these businesses represent value creation opportunities in a world transitioning to green solutions at accelerated speed and have more potential as stand-alone companies than as an integrated part of an oil service business."

"Renewables and green technologies have entirely different value chains, customers, investor bases and sources of funding. Capitalizing and separating the offshore wind and CCUS business areas from Aker Solutions present a unique opportunity for growth and value creation," says Eriksen. 

Aker Solutions will be an alliance partner and preferred supplier to both companies to create revenue and customer value within wind and CCUS markets.

Kjetel Digre will on August 1 join Aker Solutions as CEO. Digre joins from Aker BP, where he held the role of Senior Vice President of Operations and Asset Development.

"Kjetel has done a remarkable job as project director for the Johan Sverdrup development, where his ability to bring together people and organizations to foster strong collaboration yielded great results. I'm confident that Kjetel will do a great job leading the new company," says Eriksen. "I would also like to thank Luis Araujo for his leadership as CEO of Aker Solutions for the past six years." 

Idar Eikrem, currently Chief Financial Officer of Kvaerner, has been appointed CFO of Aker Solutions, effective August 1. Eikrem will step down as CFO of Kvaerner on the same date.

Merger with Kvaerner

Kvaerner and Aker Solutions have entered into a merger plan, whereby the two entities will join forces to create a new supplier company with a stronger position as a solid execution partner, enabling sustainable, low-carbon oil and gas production, and accelerating growth in renewable energy industries. Aker Solutions and Kvaerner have agreed to merge the companies based on the principle of equal parties. The name of the new company will be Aker Solutions ASA.

Kvaerner and Aker Solutions have for many years been successful suppliers to customers operating energy production facilities, especially to oil companies with oil and gas fields. Customers in this market are increasingly asking for solutions with reduced environmental footprint, and new customers ask for renewable energy solutions. 

"By combining the two companies and their complementary resources, we will be able to deliver a more complete offering to a global energy industry," says Leif-Arne Langøy, current chairman of Kvaerner and also proposed new chairman of Aker Solutions.

The merger will create an organization with the required size and financial strength to compete and succeed in the growing market for renewable and sustainable energy, and generate value for shareholders, customers and society. The consolidation will take the form of a statutory merger whereby Aker Solutions ASA will absorb Kværner ASA, in accordance with the Norwegian Public Limited Liability Companies Act (the "Merger"). 

A Dedicated Supplier

The combined company will leverage industrial software and digital technology to optimize output and improve efficiencies in customer projects and operations. The combined company will be a dedicated supplier that adds value by offering early front-end customer engagement, concept and system solutions for renewables and decarbonization projects in offshore wind, carbon capture, utilization and storage, electrification and emerging energy segments such as hydrogen. The combined company will utilize its global footprint in brownfield services and subsea to enter international renewables markets.

Furthermore, the combined company will do fabrication at own facilities or in cooperation with partners around the world. The combination of the two companies’ solutions and technologies provides a stronger offering of renewable energy solutions.

"The combined company will be a dedicated execution partner for delivery of complete projects for new energy production facilities, for example oil and gas production platforms or subsea systems, or offshore wind power installations," says Kjetel Digre. 

"The company will continue to finetune and improve our internal capacities, to ensure that we always have a sound capacity utilisation. In addition to our own capabilities, we will continue to collaborate closely with partners," Digre adds. 

The merged company will drive improvement and change by early adoption of new industrial software and automation provided by world-class third-party suppliers.

Aker Solutions had at the start of 2020 approximately 16,000 employees, and Kvaerner had about 2,800. As an adaption to changing markets, both companies have prior to the merger commenced necessary reductions of capacities and cost. Most of the ongoing staff reductions will be completed before the merger is implemented. The combined cost-cutting initiatives aim to reduce the fixed cost-level by about NOK 1.5 billion on an annualized basis, from 2019 to 2021.

About the Combined Company

The combined company will have about 15,000 employees in more than 50 locations around the world, including about 8,000 employees in Norway. Combined 2019 revenues for the companies were about NOK 38 billion, with an EBITDA of NOK 2.7 billion.

The combined company will have operations in about 25 countries. This includes offices for concept development, engineering and project execution, as well as effective fabrication yards and facilities for manufacturing of advanced equipment.

In the planned merger process, a new organisation model will be established. Kjetel Digre will take the role as CEO and Idar Eikrem will take the role of CFO of Aker Solutions. Other key management positions will be concluded during the coming weeks.

Transaction Summaries

Aker Offshore Wind

Aker Solutions has taken an early position in the emerging market for offshore floating wind, and currently holds ownership stakes in ongoing development prospects in the US and South Korea, while evaluating other markets such as Norway and the UK. Realizing large wind projects is capital intensive and a stand-alone entity will have financial flexibility to raise required capital.

Aker Solutions intends to separate its wind development business in a separate entity, Aker Offshore Wind (the “Wind Development Company”), and carry out a private placement in this company, guaranteed by Aker ASA, to secure sufficient funding for the next phase of the development of this portfolio. The Wind Development Company will thereafter apply for its shares to be admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange (“Merkur Market”). Aker Solutions will then propose to distribute its shares in the Wind Development Company to Aker Solutions’ shareholders. The shares of the Wind Development Company are expected to start trading on Merkur Market during August 2020. Astrid Skarheim Onsum will be appointed CEO of Aker Offshore Wind.

An extraordinary general meeting (EGM) in Aker Solutions ASA has been scheduled for August 14, 2020 (the "EGM") to approve the proposed distribution of, inter alia, Aker Solutions' shares in Aker Offshore Wind. Please see below and the attached EGM notice for more details on the EGM and the proposed resolutions.

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as financial advisers to support Aker Solutions in this process, and Advokatfirmaet BAHR AS is acting as legal counsel. 

Aker Carbon Capture

Aker Solutions has developed CCUS solutions since the mid-90s and is one of few companies with patented technology and a proven track-record. Most customers are outside traditional oil and gas markets, so the benefit from being an integrated part of Aker Solutions is limited from a market perspective. Hydrogen production with CCUS could become a very large market, however developing a competitive offering would require further capital. A stand-alone entity will have access to low cost funding as a natural fit for ESG investors.

Aker Solutions is working on the first delivery of a modular carbon capture plant for a waste-to-energy plant in the Netherlands, and is positioned to secure the EPC contract to deliver an industry-scale carbon capture plant to Norcem HeidelbergCement’s project in Brevik, Norway.

Aker Solutions intends to separate its CCUS business in a separate entity, Aker Carbon Capture (the "CCUS Company"), followed by a private placement in the company, guaranteed by Aker ASA, to secure sufficient funding for the next phase of the development. The CCUS Company will then apply for its shares to be admitted to trading on Merkur Market and Aker Solutions will propose to distribute its shares in the CCUS Company to Aker Solutions’ shareholders. The shares in the CCUS Company are expected to start trading on Merkur Market during August 2020. Valborg Lundegaard will be appointed CEO of Aker Carbon Capture.

The proposed distribution of Aker Solutions' shares in the CCUS Company will be subject to approval by the Aker Solutions ASA shareholders in the EGM scheduled for August 14, 2020. Please see below and the attached EGM notice for more details on the EGM and the proposed resolutions.

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as financial advisers to support Aker Solutions in this process, and Advokatfirmaet BAHR AS is acting as legal counsel. 

Key Terms of the Merger

As merger consideration the shareholders of Kværner ASA will receive a number of shares in Aker Solutions ASA based on a volume weighted average price for the shares in Aker Solutions and Kvaerner on the Oslo Stock Exchange during a period of 30 days (incl. both trading days and non-trading days) commencing two trading days after the Aker Solutions shares trades ex the dividend proposed to be distributed in relation to the Offshore Wind Company and the CCUS Company (see details below). One share in Kvaerner shall however always give right to at least 0.7629 shares and maximum 1.1404 shares in Aker Solutions, which in total provides the shareholders in Kvaerner with an ownership interest in the range between 43% to 53% in the combined company. The exact exchange-ratio will be published as soon as it is ready. Fractions of shares will not be allotted, and for each shareholder the shares 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 Skandinaviska Enskilda Banken AB (publ) (Oslo Branch).

Completion of the merger is subject to approval by the shareholders of each of Aker Solutions and Kvaerner through extraordinary general meetings, expected to be held in September 2020 (the “EGMs”). Aker and Aker Kværner Holding AS have undertaken to attend the respective EGMs and, subject to final documentation, vote in favour of the Merger. Completion of the merger is also subject to obtaining certain third-party approvals as well as other customary closing conditions, but is not subject to any conditions with respect to financing, due diligence or material adverse change.

Further information about the merger and the combined company will be made available in a prospectus exempted document (the "Exempted Document") to be published by Aker Solutions on or about 1 September 2020. The companies will also publish notices for their respective EGMs through separate stock exchange announcements in August 2020.

In preparation for the merger, Aker Solutions and Kvaerner have conducted limited, customary due diligence reviews of certain business, financial, commercial and legal information related to their respective businesses. 

Following completion of the Merger, the shares in the combined company will continue to be listed on Oslo Børs.

Advokatfirmaet BAHR AS has acted as legal counsel in connection with the merger.

U.S. Restriction on Receipt of Consideration Shares

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 will 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 [a facilitator] 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.

THE CONSIDERATION SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY U.S. STATE OR OTHER JURISDICTION. THE COMPANY DOES NOT PLAN TO REGISTER THE ISSUANCE OR RESALE OF THE SHARES UNDER THE U.S. SECURITIES ACT.

THE CONSIDERATION SHARES MAY NOT BE RE-OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (A) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, AS APPLICABLE OR (C) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE U.S. STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, ONLY IF AKER SOLUTIONS HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Aker Solutions or Kvaerner. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither Aker Solutions or Kvaerner intend to register any part of their securities in the United States or to conduct a public offering of securities in the United States. Any sale, offer or delivery in United States of the securities mentioned in this announcement will be made solely to U.S. shareholders of Kvaerner who are (i) non-U.S. persons as defined in Regulation S of the Securities Act, or (2) "accredited investors" as defined under Regulation D of the 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. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Aker Solutions and Kvaerner believe 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.Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which Aker Solutions and Kvaerner operate, Aker Solutions and Kvaerner’s ability to attract, retain and motivate qualified personnel, changes in Aker Solutions’ and Kvaerner’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. Neither Aker Solutions nor Kvaerner guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

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 Solutions nor Kvaerner 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.

Skandinaviska Enskilda Banken AB (publ) is acting exclusively for Aker Solutions in connection with the merger and for no one else and will not be responsible to anyone other than Aker Solutions for providing the protections afforded to its clients or for providing advice in relation to the merger.

Arctic Securities AS is acting exclusively for Kvaerner in connection with the merger and for no one else and will not be responsible to anyone other than Kvaerner 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 Solutions or Kvaerner. Neither Skandinaviska Enskilda Banken AB (publ), Carnegie AS, Arctic Securities AS nor any of their respective affiliates accepts any liability arising from the use of this announcement.

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

Invitation to Press Conference

We invite investors, analysts and media to a press conference in Oksenøyveien 10, Fornebu at 10:00 CEST.

Date: July 17, 2020
Time: 10:00 CEST
Location: Oksenøyveien 10, Fornebu, Norway (Grand Hall, Aker ASA offices)
Language: English

The presentation will be broadcast live on https://akersolutions.com/webcast at 10:00 CEST.

Dial-in details are available here: https://akersolutions.com/dial-in

Notice of EGM

Aker Solutions ASA hereby calls for an extraordinary general meeting, where the approval of the distribution of shares in the Wind Offshore Company and the CCUS Company is on the agenda.The EGM will be held on Friday, August 14, 2020, at 09:00 CEST at Oksenøyveien 8, 1366 Fornebu, Norway.

Due to the COVID-19 situation, we urge shareholders to vote electronically prior to the meeting or issue a proxy to the chairman, and not attend physically. 

Please find attached the following documents:

• The notice of the extraordinary general meeting including attendance and proxy forms
• The board of directors' proposed resolutions for the extraordinary general meeting

All documents to be processed in the meeting will be made available on https://akersolutions.com

ENDS

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.

Visit akersolutions.com and connect with us on Facebook, Instagram, LinkedIn, Twitter and YouTube.

This press release may include forward-looking information or statements and is subject to our disclaimer, see https://akersolutions.com

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