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Oslo, 7 December 2021 - Reference is made to the stock exchange announcement on 1 December 2021 regarding completion of the recommended voluntary offer (the "Offer") by Octopus Bidco AS ("Octopus Bidco"), 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") and contemplated compulsory acquisition of all shares in the Company not already owned by Octopus Bidco. Following completion of the Offer, Octopus Bidco owns a total of 164,843,094 shares, equivalent to approx. 94% of the shares and votes in the Company on a fully diluted basis.
The board of directors of Octopus Bidco has, effective from after close of trading on Oslo Børs today, 7 December 2021, resolved to carry out the compulsory acquisition of all remaining shares in Ocean Yield ASA not owned by Octopus Bidco, pursuant to the Norwegian Public Limited Liability Companies' Act Section 4-25 cf. the Norwegian Securities Trading Act Section 6-22 (1). As a consequence, Octopus Bidco has assumed ownership of all shares in the Company. The offered redemption price under the compulsory acquisition is NOK 41.259 per share, which corresponds to the offer price in the preceding voluntary offer and, according to the Norwegian Securities Trading Act section 6-22 (2), is the applicable redemption price in a subsequent compulsory acquisition.
Octopus Bidco has obtained a guarantee for the settlement under the compulsory acquisition in accordance with section 6-22 (3) no. 3 of the Norwegian Securities Trading Act. Any objections to, or rejection of, the offered redemption price must be made at the latest on 14 February 2022. Former shareholders of the Company who do not object to, or reject, the offered redemption price within this deadline will be deemed to have accepted the offered price.
Settlement of the redemption price to the minority shareholders will take place as soon as possible and no later than 15 December 2021. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory transfer, whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw. Brønnøysundregistrene).
As a consequence of the compulsory acquisition, Octopus Bidco will pursue a delisting of the Company's shares from Oslo Børs and separate stock exchange announcements will be published regarding the timing for such delisting.
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.
Ocean Yield ASA: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield ASA), Tel +47 24 13 01 82, e-mail: email@example.com.
The Offeror and KKR: Bjørn Richard Johansen (press contact) at First House, Tel +47 47 80 01 00, e-mail: firstname.lastname@example.org.