This notice is prepared and published by AKVA group ASA ("AKVA") in accordance with section 3.4.1 and 3.4.2 in Continuing Obligations for companies listed on the Oslo Stock Exchange (Oslo Børs).
AKVA has entered into an agreement with Sperre Group AS for the purchase of 66% of the shares in Sperre AS ("Sperre").
The purchase price for the shares is based on an enterprise value of Sperre on a 100% basis of NOK 126,900,000, with customary adjustments for net debt and deviations from a normalized level of working capital on completion. An estimated purchase price for the shares will be paid in cash on completion of the transaction, which is expected to take place on 4 November 2016, subject to fulfillment of certain customary completion conditions. Completion of the transaction is not subject to regulatory approvals. The final purchase price will be established after completion based on the net debt and working capital position of Sperre as of 31 October 2016.
AKVA and Sperre Group AS have also agreed a mutual option to buy/sell the remaining 34% of the shares in Sperre. The option is exercisable in a limited period after the approval of the 2019 annual accounts of Sperre. The pricing of the remaining 34% of the shares is linked to the performance of the company in 2017, 2018 and 2019.
Sperre Group AS is controlled by Sperre chairman and General Manager Thor Olav Eikeland Sperre, who will continue in his role as General Manager after completion of the transaction. He will also be a member of the board of directors of Sperre.
AKVA will finance the transaction with a loan from Danske Bank, and with available equity and/or available credit lines if required for the post completion adjustment of the purchase price.
The significance of the transaction for AKVA
Sperre is the leading ROV and subsea technology company within the aquaculture industry, as well as a recognized provider of ROV and subsea solutions to the oil service and maritime industries in Norway and internationally.
"The acquisition of Sperre AS is a strategic move for AKVA group ASA to gain the leading position in the ROV and subsea technology segment to the aquaculture industry. We expect the market for ROV and subsea technology to the aquaculture industry to keep growing in the coming years as the industry is developing and expanding to more exposed sites and operations. We also sse clear synergies with our existing farming services operations in AKVA Marine Services A.S Sperre is an outstanding company within its technology segment and gives AKVA a presence in the leading Norwegian subsea cluster, with its location at Notodden, Telemark.", states Trond Williksen, CEO of AKVA group ASA.
Sperre is located in Notodden, Norway, and is strategically positioned in the Norwegian "subsea cluster". The company holds extensive experience in developing and producing a range of advanced ROV solutions, with applications to both aquaculture as well as oil service and marine industries. Sperre has 15 employees. In 2015 Sperre had a turnover of NOK 89.4 million, net profits after tax of NOK 14.3 million and total assets of NOK 49.3 million.
The board of Sperre currently consists of Thor Olav Eikeland Sperre, who is also the General Manager. AKVA has not entered into any agreements for the benefit of management or key personnel in AKVA in connection with the transaction. The selling shareholder and its controlling owner have entered into customary non-compete and non-solicitation undertakings in connection with the transaction. Other than the share purchase agreement, a shareholders' agreement including the put/call option described above and certain amendments to the General Manager's employment contract, no other agreements have been entered into with the management and key personnel in Sperre.
Dated: October 28th, 2016
AKVA group ASA
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)