OSLO, NORWAY: Lyse AS has entered into heads of terms with Ice Group ASA to acquire all shares of Ice Group Scandinavia Holding AS and such additional assets and shares which belong to the business of Ice, including all the shares of Ice Communication Norge AS, Phonepartner Norge Holding AS and Ice Retail Holding AS at an enterprise value of NOK 5.56 billion.
The acquisition will be settled in cash of approximately NOK 3.0 billion and will be financed using available liquidity in Lyse AS, a bourse filing noted.
Completion of the transaction is subject to entering into final transaction documents, limited customary confirmatory due diligence, regulatory approvals and approval by relevant Ice stakeholders, including the shareholders of the Company in an extraordinary general meeting.
Ice has received preapprovals for the transaction from shareholders representing approximately 80% of the shares as well as from relevant creditors. Closing of the transaction is targeted for the end of March 2022.
The cash proceeds will be applied in repayment of the settlement amounts and liabilities under the SEK 340 million perpetual loan and the NOK 689.1 million convertible bond (each including capitalised interest, accrued and uncapitalised interest and applicable call premium) totaling approximately NOK 2.9 billion (exact amount depending on discharge date and prevailing exchange rate).
After closing of the transaction, the company expects that there will only be a limited residual amount left for the equity holders.
The board and management of Ice have explored multiple potential transactions to achieve a successful refinancing solution.
A refinancing has been deemed necessary for Ice to have a sufficient liquidity and equity to continue its current and planned business.
The refinancing process has been challenging due to the complex capital structure and different creditor preferences. Discussions with creditors, shareholders and a range of potential new investors have been conducted to explore all options for a successful refinancing solution, and the goal has been to protect and maximize all stakeholder values in this process.
Lazard, DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as financial advisors to the Ice Group and Advokatfirmaet Gisvold AS and Ro Sommernes advokatfirma DA are acting as legal advisors. Advokatfirmaet Wiersholm AS is acting as legal advisor to the company’s Board of Directors.
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