Clavis Pharma ASA : Call for Extraordinary General Meeting to i.a. approve the possible acquisition of Aqualis Offshore, and a NOK 54 million fully underwritten rights issue Oslo, Norway, 17 September 2013 Clavis Pharma ASA (OSE: CLAVIS), announced on 4 September 2013 that the Company had entered into a letter of intent (the "LoI") to acquire Aqualis Offshore Ltd. ("Aqualis Offshore"). As set out in the announcement, the proposed transaction is subject to satisfactory due diligence, a definite share purchase agreement, and shareholder approval at an extraordinary general meeting of the Company. The parties have initiated the due diligence and negotiation processes, and on such basis the Company hereby calls for an Extraordinary General Meeting to approve the transaction, provided the other conditions will be fulfilled. The LOI is based on a purchase consideration of NOK 70 million on an equity basis with settlement in Clavis Pharma shares valued at NOK 1.60 per share. As of 30 June 2013, Aqualis Offshore had a net debt position of USD 1.35 million. The consideration shares to be issued to the shareholders of Aqualis Offshore in connection with the proposed acquisition will be subject to an extensive lock-up period. Aqualis Offshore is a specialized engineering and marine consultancy firm, focusing on high end niche offshore consultancy with a service offering ranging from marine warranty services, engineering, transportation and installation, rig moving, dynamic positioning, construction supervision services and due diligence services. The company was established in December 2012 and has since its inception rapidly developed a significant customer base including several major oil companies, offshore companies and financial institutions. Aqualis Offshore is present in all major oil regions with offices in London (headquarter), Oslo, Houston, Rio De Janeiro, Singapore, Dubai and Dammam. For further information about Aqualis Offshore, please refer to the attached corporate presentation,orthe company's website www.aqualisoffshore.com. In order to secure growth capital for the new business area, while facilitating equal treatment of all shareholders, the Board proposes to carry out a new share issue of NOK 54 million with preemptive rights for shareholders of Clavis Pharma (the "Rights Issue"). The subscription price in the new share issue, to be fully underwritten by large existing shareholders of Clavis Pharma and/or shareholders of Aqualis Offshore, has been set at NOK 1.60 per share. Transferable subscription rights will be issued and listed on the Oslo Stock Exchange. Clavis Pharma shareholders will receive one subscription right per share held in Clavis Pharma on the day of the Extraordinary General Meeting (8 October). In addition, and in connection with the Rights Issue, the Board proposes an offering of up to 5 million shares directed towards the employees of both Clavis Pharma and Aqualis Offshore at the same issue price as in the Rights Issue (the "Employee Offering") in order to facilitate further employee ownership in the Company. Please find attached the complete call for the Extraordinary General Meeting in Clavis Pharma ASA to be held on 8 October at 13:00 CET, at Sjølystplass 2 (2nd floor), Oslo. The formal call for the Extraordinary General Meeting has been sent to all shareholders registered in the Norwegian Central Security Depository (VPS). The complete set of documents relating to the Extraordinary General Meeting will be made available on www.clavispharma.com on 17 September 2013. **** Contact: Gunnar Manum Acting CEO and CFO +47 24 11 09 71 / +47 95 17 91 90 (mob) firstname.lastname@example.org This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Aqualis corporate presentation Clavis Pharma ASA call for EGM ------------------------------------------------------------------------------ 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: Clavis Pharma ASA via Thomson Reuters ONE HUG#1729533
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Clavis Pharma ASA : Call for Extraordinary General Meeting to i.a. approve the possible acquisition of Aqualis Offshore, and a
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