Aker Clean Hydrogen And Aker Horizons Announce Merger Plan

Aker Clean Hydrogen AS (the “Company”, “Aker Clean Hydrogen” or “ACH”) today announces a merger plan with Aker Horizons ASA (“Aker Horizons”):

• Aker Clean Hydrogen and Aker Horizons to combine in an all-stock merger that will reposition ACH as a privately held subsidiary of Aker Horizons
• Shareholders in Aker Clean Hydrogen (other than Aker Horizons) will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH. The exchange ratio is based on the 30 day volume weighted average share price for each of Aker Clean Hydrogen and Aker Horizons and implies a share price of NOK 5.49 per ACH share, representing a premium of 16.7 percent to the closing price of ACH on 29 March 2022. Benefits for all shareholders include increased free float and liquidity, and shared upside towards future value creation
• Aker Horizons plans to accelerate the development of large-scale hybrid decarbonization projects integrating hydrogen production with downstream applications, such as green iron

Unlocking value through hybrid projects
Aker Clean Hydrogen and Aker Horizons today announce a merger plan to strengthen the integration of hydrogen production with downstream applications in large-scale hybrid decarbonization projects. The merged entity will continue serving the fast-growing global markets for hydrogen, ammonia and methanol, building on ACH’s portfolio of projects to decarbonize hard-to-abate sectors. Combining the strengths of Aker Clean Hydrogen with the financial and broader industrial skillset of Aker Horizons, the merger will facilitate partnerships across value chains and expansion into new adjacent opportunities such as green iron and improve access to competitive capital.

“Merging with Aker Horizons will strengthen the company’s ability to finance and execute its current projects, as well as open opportunities to build a stronger industrial asset development muscle to realize decarbonization on an even larger scale,” said Karl-Johnny Hersvik, Chairman of Aker Clean Hydrogen.

“We look forward to utilizing our deep industrial expertise within hydrogen production in new applications and geographies such as Aker Horizons’ exciting plans in Narvik,” said Knut Nyborg, Chief Executive Officer of Aker Clean Hydrogen.

Repositioning ACH as a private subsidiary of Aker Horizons by means of a triangular merger
The Company has today agreed a merger plan with Aker Horizons that will reposition ACH as a privately held subsidiary of Aker Horizons. The transaction will be carried out as a triangular merger between ACH, Aker Horizons’ subsidiary AH Seksten AS as the surviving entity, and Aker Horizons as the issuer of merger consideration shares (the “Merger”). Shareholders in ACH will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH at the effective date of the Merger. Aker Horizons has an indirect shareholding in ACH of approximately 77.25% and no consideration shares will be issued for such shareholding. The exchange ratio is based on the 30 day volume weighted average share price for each of Aker Clean Hydrogen and Aker Horizons and implies a share price of NOK 5.49 per ACH share, representing a premium of 16.7% to the closing price of ACH on 29 March 2022.

Fractions of shares will not be allotted, and for ACH shareholders consideration 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 DNB Markets, a part of DNB Bank ASA.

In preparation for the Merger, Aker Clean Hydrogen and Aker Horizons have conducted customary due diligence reviews of certain business, financial, commercial and legal information related to their respective businesses. Completion of the Merger is subject to customary closing conditions, including approval by the shareholders of ACH and the Board of Directors of Aker Horizons resolving to issue the consideration shares pursuant to a board authorization, but is not subject to any conditions with respect to financing, due diligence or material adverse change. Aker Horizons has undertaken to vote in favour of the Merger at ACH’s annual general meeting expected to be held on or about 4 May 2022.

The Merger is executed and implemented in parallel with a contemplated similar triangular merger between Aker Horizons and Aker Offshore Wind AS (“AOW”). Assuming that both mergers are completed, the shareholders of ACH and AOW will receive a total of up to 80,612,586 consideration shares in Aker Horizons, constituting approximately 13.22% of Aker Horizons’ current total outstanding shares.

Preliminary timetable

Advisors
Pareto Securities AS is engaged as financial adviser to the Company and Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.