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Beskrivning

LandNorge
ListaOB Match
SektorIndustri
IndustriIndustriprodukter
Kværner är ett norskt oljebolag. Bolaget levererar kompletta offshore-plattformar och landbaserade anläggningar. Störst specialisering återfinns inom projektutveckling som berör EPC-projekt (Engineering, Procurement and Construction). Bolagets lösningar används ute på olje- och gasplattformar och inom olika bearbetningsanläggningar som utförs onshore. Bolaget grundades 2011 som en avknoppning från Aker Solutions. Huvudkontoret ligger i Oslo.
2020-07-17 07:00:36
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Kværner ASA ("Kvaerner") and Aker Solutions ASA ("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. Kjetel Digre will be the CEO of the consolidated
company.

Kvaerner and Aker Solutions have for many years been successful suppliers to
customers operating energy production facilities, especially to oil and gas
companies. 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 the proposed
chairman for the new combined company.

The merger is based upon the principle of equality. The merger will create an
organisation 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.

A dedicated supplier

The combined company will leverage industrial software and digital technology to
optimise output and improve efficiencies in customer projects and operations.
The merged entity 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 merged entity will do fabrication at own facilities or in
cooperation with partners around the world. The two companies' solutions and
technologies provide a stronger offering of renewable energy solutions.

"The combined entity 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, Aker Solutions' onboarding CEO and also the proposed CEO for
the combined company.

"We 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
continues.

Aker Solutions had at the start of 2020 approximately 16 000 own employees, and
Kvaerner had about 2 800. As an adaption to changing markets, both companies
have prior to the merger, commenced necessary adjustments of capacities, costs
and positions. Most of the 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 until
2021.

"Combining Aker Solutions and Kvaerner in one company will bring
together expertise and innovative spirit of two strong and compatible cultures,
to create value for customers, shareholders, societies and employees. This is
the right move for the future", says President and CEO of Kvaerner, Karl-Petter
Løken.

About the new company

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

The new entity 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.
Kvaerner's CEO, Karl-Petter Løken will be a member of the new company's
Executive Management Team, and will assume responsibility for the Renewables
segment. Idar Eikrem will take on the role as of CFO in Aker Solutions from 1
August 2020. Other key management positions will be concluded during the coming
weeks.

Øyvind Berge in Kvaerner's finance department will from 1 August act as CFO in
Kvaerner until the merger of Kvaerner and Aker Solutions is completed in
November. Berge has long experience from leading positions in Aker and Kvaerner,
and has previously held the position as CFO for Kværner Stord AS and Kværner
International AS. More recently Berge has acted as Senior Vice President for
Business Controlling in Kvaerner.

A presentation about the merger will take place today at 10.00 am CET. The
presentation will be held in Aker ASA's head office at Fornebu outside Oslo,
Norway, at Oksenøyveien 10, Snarøya. It is possible to participate in person,
please register your attendance at IR@kvaerner.com. Due to corona restrictions
on the number of attendance we encourage you to following the live webcast
through the following link
https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20200717_5 (https://eur
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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 Aker Offshore Wind and Aker Carbon Capture. 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) for
the benefit of the new company.

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 Kværner Holding AS has undertaken
to attend the respective EGMs and 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 in  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 Stock Exchange.

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.

END

For further information, please contact:

Kværner ASA

Investor Relations:
Idar Eikrem, EVP & CFO, Kvaerner, +Mob: +47 950 28 363, email: ir@kvaerner.com

Media inquiries:
Torbjørn Andersen, Vice President, IR & Communications, Kvaerner, Tel: +47 928
85 542, email: torbjorn.andersen@kvaerner.com

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.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an  approved prospectus  in such  EEA Member  State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United  Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services  and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

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's 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 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.