Aker Horizons announces merger with Aker and early repayment of NOK 2.5 billion green bond

Core Viewpoint - Aker ASA and Aker Horizons ASA are merging, with Aker Horizons Holding AS merging into Aker ASA's subsidiary, Aker MergerCo, providing shareholders of Aker Horizons with shares in Aker ASA and cash as consideration [1][10]. Group 1: Merger Details - The merger will provide Aker Horizons shareholders with 0.001898 shares in Aker ASA and NOK 0.267963 in cash for each share owned in Aker Horizons, based on a 30-day volume weighted average share price [1][10]. - The merger is expected to be completed in the third quarter of 2025, subject to certain conditions including shareholder approval and third-party consents [1][14]. - Aker Horizons will distribute shares in AKH Holding as a dividend in kind to its shareholders prior to the merger completion [3]. Group 2: Financial Implications - Aker Horizons has decided to redeem its NOK 2.5 billion Green Bond at a call price of 100.37% of par, utilizing existing cash reserves, which will reduce future cash interest costs [4]. - The merger is a strategic response to significant market uncertainty and funding challenges faced by Aker Horizons, which has substantial debt maturing in the next 12 months [5][6]. - Aker ASA will settle the merger consideration using treasury shares and/or new shares issued under board authorizations [11]. Group 3: Future Strategy - Post-merger, Aker ASA aims to manage the value of AKH Holdings' investments, focusing on key areas such as South Africa, Australia, and potential data center developments in Narvik [7][9]. - The Board of Aker Horizons will define the future strategy and structure following the merger completion [9]. - The merger reflects a need to adapt to a changed market environment, particularly in green energy and industrial markets, which have made capital raising more challenging [8].