Aker Horizons ASA: Update on merger with Aker

FORNEBU, Norway, Sept. 1, 2025 /PRNewswire/ -- Reference is made to the announcement made by Aker Horizons ASA (the "Company" or "Aker Horizons") on 9 May 2025 whereby the Company announced a merger between its subsidiary, Aker Horizons Holding AS ("AKHH"), and AKH HoldCo AS ("AKH HoldCo"), a subsidiary of Aker ASA (the "Merger"). Reference is also made to the extraordinary general meeting in the Company held on 6 June 2025 ("EGM") where it among other things was resolved to distribute all of the Company's shares in AKHH as a dividend in-kind (the "Dividend Shares") to the Company's shareholders in order to enable the Company's shareholders to benefit directly from the Merger consideration.

The creditor notice period for the Merger expired on 17 July 2025. The Company's board of directors has, in accordance with the EGM's resolution, concluded that all conditions for completion of the distribution of the Dividend Shares have been met and decided that the Dividend Shares shall be distributed to the Company's shareholders as of 4 September 2025, as registered in the Company's shareholder register in the VPS on 8 September 2025.

Following the distribution of the Dividend Shares, all conditions for completion of the Merger are satisfied, and the Merger is on this basis expected to be completed during the first half of September 2025.

Shareholders in Aker Horizons (other than AKH HoldCo as the acquiring company in the Merger) will upon completion of the Merger receive merger consideration in the form of NOK 0.267963 in cash and 0.001898 shares in Aker ASA for each share owned in Aker Horizons. Fractions of Aker ASA consideration shares will not be allotted in the Merger. For each shareholder the number of Aker ASA shares will be rounded down to each whole number, or to zero shares. Excess shares, which because of this round down will not be allotted to eligible shareholders, will be issued to, and sold by, DNB Bank ASA according to instructions from Aker ASA at the expense and risk of the beneficiaries with a proportionate distribution of net sales proceeds among the shareholders who have the number of consideration shares rounded off. The Merger consideration shares are expected to be delivered to the eligible Aker Horizons shareholders' VPS account and the Merger cash consideration is expected to be paid out to such shareholders on or about 12 September 2025.

Since the Merger is between AKHH and AKH HoldCo, shareholders in the Company will retain their Aker Horizons shares, in addition to the allotted Merger consideration shares in Aker ASA, following completion of the Merger. For more information on Aker ASA, please visit www.akerasa.com.

After completion of the merger, Aker Horizons will have a cash position of approximately NOK 20 million, NOK 1.6 billion in convertible debt and a corresponding receivable from AKHH and the Company will remain listed on the Oslo Stock Exchange. The Board will work on defining Aker Horizons' future strategy and structure following completion of the Merger and will revert with an update once the Company's board of directors has concluded in this respect.

For further information:

Investor Relations:

Jonas Gamre
Mobile: +47 97 11 82 92
E-mail: [email protected]

Media:

Mats Ektvedt
Mobile: +47 41 42 33 28
E-mail: [email protected]

This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

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SOURCE Aker Horizons

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SOURCE Aker Horizons