Final results of voluntary offer to acquire all outstanding shares in Ocean Yield ASA
08 Nov 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 8 November 2021 - 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.
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.
Ocean Yield ASA: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield ASA), Tel +47 24 13 01 82, e-mail: firstname.lastname@example.org.
The Offeror and KKR: Bjørn Richard Johansen (press contact) at First House, Tel +47 47 80 01 00, e-mail: email@example.com.
KKR is a leading global investment firm with approximately USD 429 billion in assets under management as of June 2021 and has a 45-year history of leadership, innovation and investment excellence. In the past 15 years, KKR has grown by expanding its geographical presence and building businesses in new sectors, such as credit, special situations, equity strategies, hedge fund solutions, capital markets, infrastructure, energy and real estate. KKR's new efforts are based on its core principles and industry expertise, allowing it to leverage the intellectual capital and synergies across its businesses, as well as to capitalize on a broader range of opportunities.
KKR has significant experience and deep roots in infrastructure investing. KKR Infrastructure currently manages over USD 38 billion and has made 52 investments globally over the last 13 years.
KKR believes that the thoughtful management of environmental, social, and governance (ESG) issues are an essential part of long-term success in a rapidly changing world. KKR was one of the first major alternative assets investors to sign the United Nations-backed Principles for Responsible Investment (PRI) in 2009, and KKR's Responsible Investment Policy (2020) articulates its approach to integrating the consideration of ESG risks and value creation opportunities into investment processes globally.
References to KKR's investments in this announcement may include the activities of its sponsored funds and insurance subsidiaries.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, is disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer is made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.