OSLO, NORWAY: Havyard Group ASA (OSE: HYARD) has entered into a business combination agreement whereby Havyard will formally acquire all shares of HG Group AS and remaining shares in BKS Holding AS to the extent not already owned by HG Group AS, for an aggregate equity value of NOK 285 million.
Through the Transaction the businesses of Havyard and HG Group AS incl. BKS Holding AS will be combined, where Havyard will become a 100% owner of BKS Holding AS and Fossberg Kraft AS.
BKS Holding provides technical installations, electrical and automation services to power-intensive industries, fish farming, vessels, land-based industry, the offshore industry and to building and construction projects onshore. Fossberg Kraft is a developer of small power plants.
The Transaction marks an important milestone in the ongoing development of the Company as a service provider to the maritime, offshore and onshore industries, adding revenue streams that are complimentary to the existing businesses of the Company.
Prior to completion of the Transaction, the Company will distribute 10,000,000 HAV Group AS shares owned by the Company as dividend to its existing shareholders, corresponding to approx. 0.4035 HAV Group shares per Havyard share. Further information about the dividend will follow later from a separate stock exchange announcement from the Company.
The purchase price to be paid for all shares in the Transaction is NOK 285 million, of which NOK 245 million will be settled in the form of 47.2m new shares in the Company at a subscription price of NOK 5.19 per share while NOK 25 million will be settled as a sellers´ credit and NOK 15 million will be settled in cash.
Through the completion of the Transaction, the sellers will hold a substantial part of the shares in Havyard corresponding to approximately 65%. The sellers will also be represented at the board of Havyard going forward, including Even Matre Ellingsen who will be proposed as the new chairman of the board.
The parties’ obligation to consummate the Transaction is subject to certain customary conditions, including (a) the approval by an extraordinary general meeting of the Company to issue the consideration shares, (b) a demerger of certain business from HG Group AS, (c) a dividend distribution of 10,000,000 shares in HAV Group AS from the Company, (d) clearance of the Transaction by The Norwegian Competition Authority; (e) preparation and issuance of required documents for the listing of the consideration shares, (f) received consents to refinancing of certain debt, and (g) confirmation from Oslo Børs that is has no objections to the continued listing of the Company’s shares.
It is currently expected that the extraordinary general meeting of the Company will be held in mid-June 2022 and that closing of the agreement will take place late June / early July 2022. A calling notice to the extraordinary general meeting will be issued by Havyard shortly.
A presentation which describes the Transaction, the strategic rationale and the combined business following the Transaction is enclosed hereto and is also available on the Company’s web pages, www.havyard.com.
“We are proud to have reached an agreement with the owners of HG Group and BKS Holding to integrate the companies in Havyard. Among other things, the companies will give us the opportunity to enter into new markets, be able to utilize synergies across the companies and provide us with a group of skilled and experienced employees. We are already in the process of integration,” says Erik Høyvik, CEO of Havyard.
“Becoming part of an industrial listed group is the way to grow further for a company that has had a good development over many years. We have great ambitions to be able to support both existing and new customers as an industrial total supplier,” adds Tore Thorkildsen, general manager of BKS Holding.
The Company is being advised by Fearnley Securities AS and Wikborg Rein Advokatfirma AS in connection with the Transaction. HG Group AS is being advised by Arctic Securities AS and Advokatfirmaet Schjødt AS.
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