Torghatten closing announcement
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE US, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the voluntary offer (the "Offer") to acquire all issued and outstanding shares in Torghatten ASA ("Torghatten" or the "Company") made by HATI BidCo AS (“Hati”), as set out in the offer document dated 22 December 2020 (the "Offer Document"). Hati is owned by the EQT Infrastructure V fund (“EQT Infrastructure”), which is managed by the global investment organization EQT, headquartered in Stockholm, Sweden.
As announced by the Company on 20 January 2021, an extraordinary general meeting of the Company has resolved conditional resolutions to amend the Company's articles of association and election of a new board of directors in line with the completion condition "(iii) EGM resolutions" as set out in section 4.3 of the Offer Document. Consequently, this closing condition has been fulfilled.
Furthermore and as announced by Hati on 21 January 2021, Hati was notified by the Norwegian Competition Authority that it will not intervene in the transaction. As there have not been identified any other required regulatory approvals for the transaction, the closing condition "(ii) Regulatory Approvals" as set out in section 4.3 of the Offer Document has been fulfilled.
With respect to the closing condition "(viii) Completion of reorganisations", as set out in section 4.3 of the Offer Document, the resolution to reorganise and distribute inter alia the Company's holding of shares in WF Holding AS was resolved by the Company's board of directors on 22 December 2020. The distribution of the shares in "Flyco" is contingent on completion of the Offer, consequently, Completion of the Offer remains conditional upon completion of the distribution of "Flyco" shares no later than simultaneously with the completion of the Offer.
On 11 January 2021, the acceptances received by Hati (including the shares to be acquired under the conditional share purchase agreement) exceeded 2/3 of the issued and outstanding shares in the Company, implying that the closing condition "(i) Minimum Acceptance" as set out in section 4.3 of the Offer Document was fulfilled. In total and including the approx. 53.62 percent of issued and outstanding shares to be acquired by Hati under the conditional share purchase agreement, Hati has received acceptances for 40,251,014 shares in Torghatten, corresponding to 90.07 percent of the issued and outstanding shares in the Company as of 27 January 2021. Consequently, Hati has received acceptances exceeding 90 percent of the issued and outstanding shares in Torghatten.
As set out in the Offer Document, once certain closing conditions are fulfilled and Hati has obtained acceptance from 90 percent of the issued and outstanding shares in the Company, Hati shall disclose this fact and settlement shall take place within 20 business days, provided that the remaining closing conditions set out in the Offer Document remain satisfied until completion or are waived by Hati.
Consequently, Hati hereby announces that settlement is expected to take place on 25 February 2021.
As the Company will have been acquired through a tender offer process where the acquiring company achieves an ownership of more than 90 percent, the Company will in connection with completion of the Offer automatically be deregistered by the NOTC in accordance with section 4.1 of the NOTC continuing obligations.
Following settlement of the Offer, Hati intends to initiate a compulsory acquisition of the remaining outstanding shares of the Company in accordance with applicable laws.
For further details on the Offer and the conditions for completion of the Offer, reference is made to the Offer Document available at www.torghatten.no, www.eqtgroup.com and www.nordeamarkets.com/torghatten.
Nordea Bank Abp, Filial Norge and Morgan Stanley are engaged as financial advisers to EQT Infrastructure. Nordea Bank Abp is receiving agent for the Offer, and can be reached by e-mail on firstname.lastname@example.org. Advokatfirmaet Selmer AS is acting as legal advisor to EQT Infrastructure in connection with the Offer.