Aker BioMarine : NOTICE TO OSLO BØRS - LAST DAY OF TRADING, EXPIRED CREDITOR NOTICE PERIOD, SCHEDULE FOR COMPLETION ETC.
Aker BioMarine : NOTICE TO OSLO BØRS - LAST DAY OF TRADING, EXPIRED CREDITOR NOTICE PERIOD, SCHEDULE FOR COMPLETION ETC. Reference is made to stock exchange notices of 12 September, 8 October and 9 November 2012 regarding the merger between Aker BioMarine ASA ("AKBM") as transferor company, and Aker Seafoods Holding AS ("AKSH") as transferee company, with consideration shares in AKSH's parent company Aker ASA ("AKER"). The creditor notice period in connection with the merger expired 14 January 2013, and no creditors have made any objections to the merger. All terms and conditions for the merger have accordingly been satisfied, and the consummation of the merger will be registered with the Norwegian Register of Business Enterprises following close of trading on the Oslo Stock Exchange today, 15 January 2013. At the same time all of AKBM's assets, rights and obligations are transferred to AKSH and AKBM will be dissolved and deleted from the registration in the Register of Business Enterprises and de-listed from Oslo Stock Exchange. AKSH will change company name to AkerBiomarine AS in connection with the merger. Consequently, the last day of trading for the shares in AKBM is today, Tuesday 15 January 2013. The Shareholders in AKBM (except AKSH) will receive consideration shares in AKER pursuant to an exchange ratio based on (i) the closing share price on the shares in AKER on the last day of trading before the announcement of the merger proposal (11 September 2012), and (ii) the closing share price on the shares in AKBM on the last day of trading before the announcement of the merger proposal (11 September 2012), in addition to a 17 % premium over the closing share price, which provides an exchange ratio of 1,20:185. Fractional consideration shares will not be distributed. The shares will be rounded down to the nearest whole contribution share for each shareholder. The difference will be settled in cash by AKER based on the closing share price of the AKER shares on the Oslo Stock Exchange as of 14 January 2013. The contribution shares in AKER will be transferred to the shareholders in AKBM in VPS after closing hours on Friday 18 January 2013, and will be visible on the eligible holders' VPS accounts on Monday 21 January 2013. The contribution shares can be traded from the 16 of January 2013. The shareholders will receive full shareholder rights in AKER from the time the completion of the merger has been registered in the Norwegian Register of Business Enterprises. Any cash consideration will at the latest be settled to the eligible AKBM shareholders' VPS registered accounts on the 25 January 2013. Summarized, the completion of the merger has the following time schedule: o 14 January 2013: expiry of the creditor notice period o 15 January 2013: last day of trading for the shares in AKBM o 15 January 2013 after Oslo Stock Exchange closing hours: registration of the consummation of the merger in the Norwegian Register of Business Enterprises. o 16 January 2013: de-listing of the shares in AKBM from Oslo Stock Exchange. o 16 January 2013: the consideration shares can be traded. o 18 January 2013: transfer of the consideration shares to the eligible shareholders in AKBM. o 21 January 2013: the consideration shares are visible on the eligible holders' VPS accounts. o 25 January 2013 the eligible shareholders in AKBM receives cash consideration on its registered VPS account For further information please contact: Fredrik Nygaard, CFO, Aker BioMarine, phone: +47 24 13 00 00 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Aker BioMarine via Thomson Reuters ONE HUG#1670371