Monday 10 December 2018

Akastor ASA, through its wholly owned subsidiary Akastor AS, has entered into agreements with Silverfleet Capital, DNB Bank ASA and Nordea Bank Abp, filial i Norge to combine AGR Bidco AS with First Geo AS.

The Transaction will be carried out primarily as an asset deal, whereby assets in the current AGR legal structure and three legal entities will, together with First Geo, be transferred to a new legal structure, which in turn will be transferred to Akastor to establish the merged company. The merged company will be named AGR. Akastor will hold 100% of the shares in the company and 55% of the economic interest. The AGR stakeholders will own the remaining 45% economic interest (economic interest regulated in equity participation agreement between the AGR stakeholders and Akastor). In addition, the merged company will roll over NOK 270 million of the debt of which DNB, Nordea and Akastor will hold NOK 90 million each.

On a consolidated basis, the merged company would have total year-to-date revenues of NOK 500 million, EBITDA of NOK 18 million and approximately 415 professionals as of September 2018.

Closing of the Transaction is subject to approval from Norwegian competition authorities, and certain other customary conditions. Closing is expected to take place at the end of 1Q 2019.

AGR will be consolidated in to Akastor ASA's financial reporting post-closing.