Octopus Bidco AS announces completion of voluntary offer and contemplated compulsory acquisition
01 Dec 2021
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Oslo, 1 December 2021 - Reference is made to the announcement dated 8 November 2021, in which Octopus Bidco AS (the "Offeror"), a company indirectly wholly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") announced that settlement of the voluntary offer for all outstanding shares in Ocean Yield ASA (the "Offer") as further described by the offer document dated 5 October 2021 (the "Offer Document") will take place on or before 3 December 2021 (the "Settlement Notice").
The Offeror hereby announces that settlement of the Offer has been made in accordance with the Settlement Notice and section 4.10 of the Offer Document. Following the settlement and as of today, the Offeror has a total shareholding in the Company of 164,843,094 (number updated) shares, equivalent to approx. 94% of the shares and votes in the Company on a fully diluted basis. The receiving agent in the Offer has made payments of the Offer Price to shareholders that have accepted the Offer, whom are expected to receive the settlement amount on their respective bank accounts during the course of tomorrow, 2 December 2021.
Effective as of settlement of the Offer and as a consequence of Aker Capital AS no longer being a shareholder of the Company, Frank Ove Reite (chairman), Kjell Inge Røkke and Baard Snekkevik (deputy) have resigned from the board of directors of the Company.
The full chain of controlled undertakings for the Offeror is displayed in the attached legal chart.
The Offeror intends to complete a compulsory acquisition in accordance with the Norwegian Public Limited Liability Companies' Act Section 4-25 cf. the Norwegian Securities Trading Act Section 6-22 (1) of the remaining shares in the Company at a redemption price equal to the Offer Price of NOK 41.259 per share effective from end of trading on the Oslo Stock Exchange on 6 December 2021. A separate announcement will be issued when the compulsory acquisition has been resolved.
This information is subject to disclosure requirements pursuant to section 4-2 of the Norwegian Securities Trading Act.
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.