Reference is made to the announcements on 5 November 2021 and the offer document dated 5 October 2021 (the “Offer Document”) for the recommended voluntary offer (the “Offer”) by Octopus Bidco AS (the “Offeror”), a company indirectly wholly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (“KKR”) for all outstanding shares in Ocean Yield ASA (the “Company”) against a consideration in cash of NOK 40.519 per share, as adjusted downwards from NOK 41 per share for the dividend payment resolved by the Company, in accordance with the terms of the Offer. The offer price is subject to any further adjustments in accordance with the terms of the Offer, including but not limited to the FPSO Price Adjustment (if applicable), as defined in the Offer Document. Further announcements in this respect will be made if and when relevant.
Following final registration and verification of acceptances, the Offeror has received acceptances under the Offer for a total of 165,227,981 shares, equivalent to approx. 94.3% of the shares and votes in the Company on a fully diluted basis.
As previously announced, the closing conditions relating to minimum acceptance, regulatory approvals, and change of control consents have been fulfilled. As of the date of this announcement and to the Offeror’s knowledge, the remaining closing conditions are satisfied. On that basis, the Offeror’s settlement of the Offer will take place on or before 3 December 2021.
As a consequence of the Offeror having reached the 90% threshold, the Offeror intends to carry out a compulsory acquisition (squeeze out) of the remaining shares in the Company in accordance with the Norwegian Public Limited Liability Companies’ Act Section 4-25 cf. the Norwegian Securities Trading Act Section 6-22 (1) and a subsequent delisting in due course.
Advisers
Arctic Securities AS is acting as financial advisor to the Offeror and receiving agent in connection with the Offer. Wikborg Rein Advokatfirma AS and Simpson Thacher & Bartlett LLP are acting as legal advisors to the Offeror in connection with the Offer.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Offer. Advokatfirmaet BAHR AS is acting as legal advisor to Aker ASA and Aker Capital AS in connection with the Offer.
Contacts
Ocean Yield ASA: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield ASA), Tel +47 24 13 01 82, e-mail: marius.magelie@oceanyield.no.
The Offeror and KKR: Bjørn Richard Johansen (press contact) at First House, Tel +47 47 80 01 00, e-mail: brj@firsthouse.no.