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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.
2020-09-09 17:00:17
Supplemental information about Aker Solutions ASA and the combined company in
relation to the contemplated merger

Reference is made to the previous stock exchange notices made by Kværner ASA
("Kvaerner") regarding the contemplated merger with Aker Solutions ASA (the
"Merger"), including the notice (the "Notice") of the extraordinary general
meeting in Kværner ASA to be held on or about September 25, 2020 (the "EGM")
where approval of the Merger is on the agenda.

Upon completion of the Merger, it is contemplated that Aker Solutions ASA ("Aker
Solutions") will absorb all the assets, rights and obligations of Kvaerner and
Kvaerner will be dissolved. Aker Solutions engineers the products, systems and
services required to unlock energy. The company provides subsea production
equipment, offshore field design, maintenance and modifications services as well
as solutions to extend the lifetime of oil and gas fields. Aker Solutions' goal
is to maximize recovery and efficiency of oil and gas assets, while using its
expertise to develop the sustainable solutions of the future.

The combined company will leverage industrial software and digital technology to
optimise output and improve efficiencies in customer projects and operations.
The combined company will be a dedicated supplier that adds value by offering
early front-end customer engagement, concept and system solutions for renewables
and decarbonisation projects in offshore wind, carbon capture, utilisation and
storage, electrification and emerging energy segments such as hydrogen. The
combined company will utilise its global footprint in brownfield services and
subsea to enter international renewables markets.

Furthermore, the combined company will do fabrication at its own facilities or
in cooperation with partners around the world. The combination of the two
companies' solutions and technologies provides a stronger offering of renewable
energy solutions.

The combined company will drive improvement and change by early adoption of new
industrial software and automation provided by world-class third-party
suppliers.

At the beginning of 2020, Aker Solutions had approximately 16 000 employees, and
Kvaerner had about 2 800 employees. As an adaption to changing markets, both
companies have prior to the Merger commenced necessary reductions of capacities
and cost. The combined cost-cutting initiatives aim to reduce the fixed cost
-level by about NOK 1.5 billion on an annualised basis, from 2019 to 2021.

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

The combined company 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.

Please refer to the following documents (the "Reference Documents"):

  · Aker Solutions' annual report for the financial years 2017, 2018 and 2019
  · Aker Solutions' interim report for the three and six months ended 30 June
2020; and
  · Stock exchange announcements published by AKER SOLUTIONS on its ticker
"AKSO" on www.newsweb.no since 1 January 2020.

You should rely only on the information about Aker Solutions contained or
referred to in this statement. Aker Solutions has not authorised any other
person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. Aker Solutions
is not making any offer of any securities in any jurisdiction where not
permitted. You should assume that the information appearing in this statement
and the Reference Documents is accurate as of their respective dates. Aker
Solutions' business, financial condition and results of operations and prospects
may have changed since those dates.

You may request a free copy of the Reference Documents by contacting Aker
Solutions at communications@akersolutions.com.

Aker Solutions' filings are also available on its website at
http://www.akersolutions.com. The information on Aker Solutions' website is not,
and should not be deemed to be a part of this announcement.

When making a voting decision with respect to the items set forth in the EGM,
please be advised that any investment in Aker Solutions' securities involves
risks. Please see the section entitled "Risk Factors" of Aker Solutions ASA's
annual reports and the exempted document published by Aker Solutions on
September 4, 2020 (the "Exempted Document") to read about factors you should
consider when casting your vote on the EGM and receiving Aker Solutions
consideration shares.

U.S. Restriction on receipt of consideration shares

The merger plan provides that as merger consideration the shareholders of
Kværner ASA shall receive a number of shares in Aker Solutions ASA (the
"Consideration Shares") 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 that was resolved to be
distributed in an EGM held in Aker Solutions on 14 August 2020 (see Aker
Solutions previous stock exchange notices for more information). The Aker
Solutions share commenced trading ex such dividend on 17 August 2020, and the 30
-day period commenced on 19 August 2020. One share in Kvaerner shall however
always give Kvaerner shareholders right to at least 0.7629 Consideration Shares
and maximum 1.1404 Consideration Shares for each share in Kværner ASA they own
as at the effective date of the Merger, which in total provides the shareholders
in Kvaerner with an ownership interest in the range between 43 percent to 53
percent in the combined company. The 30 day period will end on September 17,
2020, and the final exchange ratio is expected to be announced on or about this
date, or 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). The sales proceeds will be given to Aker Solutions, which is free
to give the sales proceeds further to charity.

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 US
persons as defined in Regulation S of the Securities Act, or (ii) "accredited
investors" 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 Skandinaviska Enskilda Banken AB (publ) (Oslo
branch) 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.

IMPORTANT NOTICE
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 nor 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 of the securities mentioned in
this announcement will be made solely to 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.

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' 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
customers 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 customers 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), Arctic Securities 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.