Announcement • Sep 12
SoilTech AS (OTCNO:SOIL) completed the acquisition of Oceanteam ASA. SoilTech AS (OTCNO:SOIL) signed a merger plan to acquire Oceanteam ASA (OB:OTS) for NOK 34.8 million on May 30, 2024. The acquisition is all stock transaction. SoilTech will issue 0.01543 shares for each share in Oceanteam, equivalent to a merger consideration of NOK 31.676 million. As part of consideration, SoliTech will issue 527,947 shares. After completion of the Merger, the combined company will be owned 93.35% by the shareholders of Soiltech while 6.65% will be owned by the shareholders of Oceanteam. The Merger will be completed by Oceanteam transferring all its assets, including an estimated NOK 21 million in cash, rights and obligations to Soiltech, as the acquiring company. The transaction is subject to (i) approval of shareholders of both SoilTech and Oceanteam, (ii) six weeks creditor period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having expired without any objections from the creditors, or, if any objection has been made within the notification period, such creditor having received adequate security or the court having rejected the demand for security pursuant to section 13-16 of the Norwegian Public Companies, (iii) all regulatory approvals necessary or reasonably required for completion of the Merger, (iv) the conversion of Soiltech into a Norwegian public limited liability company (ASA), including the appointment of a former member of the Oceanteam board of directors to the board of directors of the merged entity, (v) Oslo Børs having approved the merged entity for listing on Euronext Oslo Børs or Euronext Expand, and (vi) no material breach of any covenant or other obligations in the merger plan or other agreements entered into between the Companies. The transaction is expected to complete around the end of Q3 2024. As of June 3, 2024, Oceanteam announced summoning an extraordinary general meeting on July 4, 2024. As of July 4, 2024, The shareholders of Oceanteam and SoilTech have approved the transaction in extraordinary general meeting. As of August 27, 2024, The conditions for completion of the Merger regarding creditor notification without objections and approval of the Listing by the OSE have now been satisfied and the condition regarding election of a representative nominated by OTS on the board of directors of STECH is expected to be satisfied on August 28, 2024. The effective date for completion of the Merger is on September 10, 2024. In return, the shareholders of Oceanteam ASA receive consideration shares in Soiltech AS. Soiltech AS will be the surviving entity following completion of the Merger, while Oceanteam ASA will be dissolved and liquidated. Karin Govaert, current board member of Oceanteam ASA, was elected as a board member of Soiltech AS.
Fearnley Securities AS acted as financial advisor and Advokatfirmaet Schjødt As acted as legal advisor to SoilTech. Advokatfirmaet Thommessen AS acted as legal advisor to Oceanteam.
SoilTech AS (OTCNO:SOIL) completed the acquisition of Oceanteam ASA (OB:OTS) on September 11, 2024. The last day of trading in and listing of the OTS shares will be September 10, 2024. Announcement • Jun 01
SoilTech AS (OTCNO:SOIL) signed a merger plan to acquire Oceanteam ASA (OB:OTS) for NOK 34.8 million. SoilTech AS (OTCNO:SOIL) signed a merger plan to acquire Oceanteam ASA (OB:OTS) for NOK 34.8 million on May 30, 2024. The acquisition is all stock transaction. SoilTech will issue 0.01543 shares for each share in Oceanteam. As part of consideration, SoliTech will issue 527,947 shares. After completion of the Merger, the combined company will be owned 93.35% by the shareholders of Soiltech while 6.65% will be owned by the shareholders of Oceanteam. The Merger will be completed by Oceanteam transferring all its assets, including an estimated NOK 21 million in cash, rights and obligations to Soiltech, as the acquiring company. The transaction is subject to (i) approval of shareholders of both SoilTech and Oceanteam, (ii) six weeks creditor period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having expired without any objections from the creditors, or, if any objection has been made within the notification period, such creditor having received adequate security or the court having rejected the demand for security pursuant to section 13-16 of the Norwegian Public Companies, (iii) all regulatory approvals necessary or reasonably required for completion of the Merger, (iv) the conversion of Soiltech into a Norwegian public limited liability company (ASA), including the appointment of a former member of the Oceanteam board of directors to the board of directors of the merged entity, (v) Oslo Børs having approved the merged entity for listing on Euronext Oslo Børs or Euronext Expand, and (vi) no material breach of any covenant or other obligations in the merger plan or other agreements entered into between the Companies. The transaction is expected to complete around the end of Q3 2024. Announcement • Mar 29
An undisclosed buyer completed the acquisition of Oceanteam Cable Solutions B.V from Oceanteam ASA (OB:OTS) for €5.2 million. An undisclosed buyer signed a share purchase agreement to acquire Oceanteam Cable Solutions B.V from Oceanteam ASA (OB:OTS) for €5.2 million on December 31, 2022. The proceeds from the sale were used to repay the shareholder loans from Stichting Value Partners Family Office and Corinvest B.V. The transaction was conditional on approval by an extraordinary general meeting. As of January 3, 2023,shareholders of Oceanteam in the general meeting approved the sale.An undisclosed buyer completed the acquisition of Oceanteam Cable Solutions B.V from Oceanteam ASA (OB:OTS) on January 31, 2023. New Risk • Mar 29
New major risk - Revenue and earnings growth Earnings have declined by 13% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (13% average weekly change). Earnings have declined by 13% per year over the past 5 years. Revenue is less than US$1m (US$60k revenue). Market cap is less than US$10m (kr45.3m market cap, or US$4.17m). Reported Earnings • Mar 29
Full year 2023 earnings released: US$0.022 loss per share (vs US$0.033 loss in FY 2022) Full year 2023 results: US$0.022 loss per share (improved from US$0.033 loss in FY 2022). Net loss: US$761.0k (loss narrowed 32% from FY 2022). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 103 percentage points per year, which is a significant difference in performance. New Risk • Mar 17
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (13% average weekly change). Revenue is less than US$1m (US$70k revenue). Market cap is less than US$10m (kr40.9m market cap, or US$3.85m). Minor Risk Latest financial reports are more than 6 months old (reported June 2023 fiscal period end). 