PRESENTATION BY AKER SOLUTIONS ASA (office translation)
1 SUMMARY
On 1 April 2009, Aker Solutions AS acquired several shareholdings from companies in the Aker ASA group as well as from DOF Oilfield Service AS. In light of the attention these transactions have received, Aker Solutions ASA hereby provides a more comprehensive presentation of the transactions’ key elements and related decision-making processes.
- The transactions stem from the strategic plan prepared by the Board of Directors of Aker Solutions ASA in the summer of 2008. The acquisition of the shareholdings in question from the Aker group and the DOF group are a stage in the implementation of Aker Solutions’ long-term growth strategy and a clarification of the relations between the business activities of the Aker group and those of the Aker Solutions group. Potential transactions in pursuit of these objectives have been discussed with the Aker group since the summer of 2008.
- The acquisitions were not on the agenda of the 2 April 2009 general meeting of Aker Solutions ASA because Aker Solutions ASA is not the acquiring party. In accord with common practice in the Aker Solutions group, the buyer was a group subsidiary — in this instance, Aker Solutions AS. Aker Solutions AS is the central holding company for the Aker Solutions group business areas under which the acquired business activities naturally belong. Decisions regarding the transactions were made by the relevant and competent corporate bodies of Aker Solutions AS and by the Board of Aker Solutions ASA. The decision-making process accords with the advice and assessments provided by the Norwegian law firms BAHR, Thommessen, and Wikborg Rein (the last-mentioned on behalf of Aker ASA).
- None of the acquired companies has any outstanding debt payable to non-Aker-related entities; the sole exception is Midsund Bruk AS, which has a bank loan of approximately NOK 30 million. The anticipated scope of the investment program for Aker Oilfield Services AS and Aker DOF Deepwater AS is approximately NOK 3 billion, of which the maximum financing to be provided by Aker Solutions amounts to about NOK 2 billion. Aker Solutions’ anticipated contribution to such financing, following the transactions (including vessel sales) has increased by about NOK 700 million, compared with the pre-transaction situation.
- Aker Solutions regards the pricing of the transactions as fair; DnB NOR Markets has confirmed the valuation. As a co-owner of both Aker Oilfield Services AS and Aker Clean Carbon, Aker Solutions is well acquainted with the business activities of the companies and their value. Furthermore, some of the Aker Oilfield Services AS shares were acquired from an independent third party. Several prior valuations of Aker Oilfield Services AS also support the valuation of that company.
- The share acquisitions are not conditional upon on the planned bond loan; therefore, financing of the share acquisitions can be done without taking on such a loan. Nevertheless, Aker Solutions views such a bond loan as the best way to meet its financing requirements — and thus will primarily seek to assume such a bond loan. Aker Solutions’ view is that assumption of the bond loan as planned falls within the framework of regular Aker Solutions ASA business operations and, consequently, does not need to be put to a vote by the company’s general meeting. However, expectations of such processing have been voiced publicly, and thus market considerations make it desirable to place the matter before an Aker Solutions ASA general meeting. Consequently, the Board has decided to convene a general shareholders’ meeting. The date of the meeting will be determined once the terms, conditions, and processes associated with securing the loan have been finalized.
Aker Solutions’ largest shareholder has requested an independent assessment of some parts of the work performed, including the fairness opinion supplied by DnB NOR Markets. In addition to providing this presentation of the issues, Aker Solutions is amenable to leading such a review in a mutually agreed manner in order to shed light on whether the company’s handling of the matter has been appropriate — with a view to presenting the review’s findings to all shareholders.
ENDS
For further information, please contact:
Media:
Jannik Lindbæk, SVP Corporate Communications, Aker Solutions. Tel: +47 67 51 30 36, Mob: +47 977 55 622
Investor relations:
Lasse Torkildsen, SVP Investor Relations, Aker Solutions. Tel: +47 67 51 30 39, Mob: +47 911 37 194
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