Proposed Demerger of Aker Solutions
6 April 2011 - In accordance with the strategy previously disclosed, the Board of Directors of Aker Solutions ASA ("Aker Solutions") has resolved to propose to the shareholders of Aker Solutions that Aker Solutions is to be demerged.
Through the proposed demerger, Kværner ASA ("Kværner") - a company established for the purposes of the demerger and which will apply for listing of its shares on the Oslo Stock Exchange - will inter alia assume:
• Significant parts of the Aker Solutions group's activities within the former ED&S business area, including its activities within the Field Development (FD) sub-segment, but excluding its activities within the MMO and Engineering (ENG) sub-segments; and
• The Aker Solutions group's activities relating to its EPC Centre Houston and the union construction businesses in the United States and Canada.
Upon completion of the demerger, consideration shares in Kværner will be issued to the shareholders of Aker Solutions. Each share in Aker Solutions will give the right to one consideration share in Kværner. The consideration shares will constitute 100 percent of the outstanding shares in Kværner as of completion of the demerger.
Upon completion of the demerger, the net cash position of Kværner will become approximately NOK 1,000 million as of 31 December 2010. Taking this into consideration, a fair value estimate issued by Ernst & Young indicated an equity value of NOK 5,524 million for the assets, rights and obligations that are to be transferred to Kværner in the demerger.
With reference to the average of the share price of Aker Solutions from and including 28 February 2011 to and including 25 March 2011, the Board of Directors of Aker Solutions determined an allocation of Aker Solutions' share capital such that 83% of that share capital would be allocated to Aker Solutions and 17% to Kværner.
The demerger is inter alia subject to approval by the shareholders of Aker Solutions at the Annual General Meeting to be held on 6 May 2011, as well as the approval of the application to list Kværner's shares on the Oslo Stock Exchange.
Indicative key dates for the demerger and the listing of Kværner's shares on Oslo Stock Exchange (subject to change):
• Annual General Meeting of Aker Solutions: 6 May 2011
• Application for listing of Kværner's shares: On or about 13 May 2011
• Expiry of creditors notice period for the demerger: On or about 6 July 2011
• Last day of trading in the Aker Solutions shares inclusive of right to consideration shares: On or about 7 July 2011
• Registration of the demerger with the Norwegian Register of Business Enterprises: On or about 7 July 2011
• First day of trading in the Aker Solutions shares exclusive of right to consideration shares: On or about 8 July 2011
• First day of trading in the Kværner shares on the Oslo Stock Exchange: On or about 8 July 2011
SEB Enskilda, DnB NOR and Nordea are negotiating with Kværner for a mandate to act as joint lead managers for the listing process.
Attached hereto is an Information Memorandum setting out further details on the proposed demerger, the conditions for completion of the demerger, and the businesses of Aker Solutions and Kværner post completion of the demerger. Attached is also a demerger plan with attachments. The notice of Annual General Meeting of Aker Solutions is issued in a separate stock exchange announcement.
As part of the listing process, a listing prospectus for Kværner will be prepared and published in accordance with applicable laws and regulations.
This information is subject to the disclosure requirements under Section 5-12 of the Norwegian Securities Trading Act and Section 3.5 of the Continuing Obligations for Stock Exchange Listed Companies.
Source: Aker Solutions