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
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:
o14 January 2013: expiry of the creditor notice period
o15 January 2013: last day of trading for the shares in AKBM
o15 January 2013 after Oslo Stock Exchange closing hours: registration of
the consummation of the merger in the Norwegian Register of Business
o16 January 2013: de-listing of the shares in AKBM from Oslo Stock
o16 January 2013: the consideration shares can be traded.
o18 January 2013: transfer of the consideration shares to the eligible
shareholders in AKBM.
o21 January 2013: the consideration shares are visible on the eligible
holders' VPS accounts.
o25 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
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
information contained therein.
Source: Aker BioMarine via Thomson Reuters ONE
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