Announcement • Jun 24
HitecVision New Energy Fund II a fund managed by HitecVision AS (OTCNO:HITV) completed the acquisition of Vow Green Metals AS (OB:VGM) from a group of shareholders.
HitecVision New Energy Fund II a fund managed by HitecVision AS (OTCNO:HITV) entered into a transaction agreement to acquire Vow Green Metals AS (OB:VGM) from a group of shareholders for approximately NOK 190 million on May 16, 2025. A cash consideration valued at NOK 0.95 per share will be paid by HitecVision New Energy Fund II and HitecVision AS. Key shareholders of the Company, including VOW ASA, R Investment Company AS, Daler Inn Limited NUF, Skøyen Invest AS, Badin Invest Limited NUF, Fondsavanse AS and all members of the Board and the executive management of the Company, representing approximately 48.67% of the Company's outstanding share capital as of the date of this announcement, have irrevocably undertaken to accept the Offer, in addition, Vardar AS and Skagerak Energipartner AS, the Offeror and its parent company HV NEF2 Invest Epsilon II AS, have entered into an investment agreement whereby the Rollover Shareholders have agreed to transfer all their Shares to the Offeror outside of the Offer against receiving shares in the Offeror as consideration. The committed Shares under the Rollover amount to 37,573,805 Shares, representing approximately 18.53% of the Company's outstanding share capital as of the date of this announcement. In total, 136,267,934 Shares have been committed to be transferred to the Offeror pursuant to the Investment Agreement and the Pre-Acceptances, representing approximately 67.19% of the Company’s outstanding share capital as of the date of this announcement. The Company's largest shareholders and the Company have had discussions with HitecVision regarding a potential transaction before signing with Obligo. After the announcement of the Obligo Transaction and the May 2, 2025 announcement, the largest shareholders continued discussions with HitecVision. If the condition for acceptance of 90% of the Offer is not met or waived by the Offeror by the end of the offer period, the Board will have to consider alternative options to provide the Company with a sustainable financing solution. The Offer may only be accepted on the basis of the Offer Document, which is expected to be published on May 19, 2025. The board of directors of the Company (the “Board”) has unanimously resolved to recommend that the shareholders of the Company accept the Offer. Compulsory acquisition and delisting from Euronext Growth Oslo. If the Transaction Agreement is terminated by either the Offeror or the Company because the Board has amended, modified, or withdrawn its recommendation of the Offer, or by the Offeror upon a material breach of the Transaction Agreement by the Company, the Company is obliged to pay NOK 10 million to the Offeror as compensation for the costs it has incurred in preparing the Offer. Offer Period starts From May 19, 2025 to and including June 16, 2025. The Offeror hereby announces the start of the offer period for the Offer pursuant to the terms and condition of the Offer as set out in an offer document dated May 19, 2025. As of June 16, 2025, the offer had been extended to June 23, 2025.
Advokatfirmaet BAHR AS is acting as legal advisor to the Offeror, while SpareBank 1 Markets AS is acting as receiving agent for the Offeror. Advokatfirmaet Wiersholm AS is acting as legal advisor for the Company, while Pareto Securities AS is acting as its financial advisor. Wikborg Rein Advokatfirma AS is acting as legal advisor for Vow ASA, while DNB Carnegie is acting as its financial advisor. The Board has, as part of the basis for its considerations, obtained a fairness opinion on the Offer from Clarksons Securities AS, who concludes that the Offer is fair from a financial point of view.
HitecVision New Energy Fund II a fund managed by HitecVision AS (OTCNO:HITV) completed the acquisition of Vow Green Metals AS (OB:VGM) from a group of shareholders on June 23, 2025. Following expiry of the Offer Period, and subject to customary verification, the Offeror has received acceptances from shareholders in the Offer which when taken together with the shares owned by the Rollover Shareholders represent 91.44% of the issued and outstanding share capital and voting rights of the Vow Green Metals. Following completion of the Offer and the Offeror having become the owner of more than 90% of the total issued shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining shares of the Vow Green Metals.
