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.
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.
Source: Hellenic Shipping News
