Announcement • Oct 18
Funds managed by Advent International, L.P. and Funds advised by Generation Investment Management LLP completed the acquisition of Volue ASA (OB:VOLUE) from Arendals Fossekompani ASA (OB:AFK), Havfonn AS, Must Invest AS, Ulfoss Invest AS and others major shareholders.
Funds managed by Advent International, L.P. and Funds advised by Generation Investment Management LLP announces its intention to launch a voluntary tender offer to acquire Volue ASA (OB:VOLUE) from Arendals Fossekompani ASA (OB:AFK), Havfonn AS, Must Invest AS, Ulfoss Invest AS and others major shareholders for NOK 6 billion on June 19, 2024. Advent International, L.P. and Generation Investment Management LLP announces its intention to launch a voluntary tender offer to acquire Volue ASA (OB:VOLUE) from Arendals Fossekompani ASA (OB:AFK), Havfonn AS, Must Invest AS, Ulfoss Invest AS and others for NOK 6 billion on June 20, 2024. A cash consideration valued at NOK 42 per share will be paid by Advent International, L.P. and Generation Investment Management LLP. As part of consideration, an undisclosed value is paid towards common equity of Volue ASA. Arendals Fossekompani agreed to sell its 60% shareholding to offeror. In addition to Arendals stake, the Offeror has received irrevocable pre-acceptances to accept the Offer from shareholders representing approx. 67% of the issued and outstanding Volue share. The Offeror will, on completion of the Offer, be controlled by Arendals Fossekompani ASA, currently majority shareholder of Volue, and by funds managed by Advent International, and Generation Investment Management LLP. The Offer will be financed through 100 per cent equity from the Investors.
The transaction is subject to Minimum acceptance of more than 90% approval by regulatory board / committee, subject to antitrust regulations and third-party approval needed. Volue to become a private company upon completion of the transaction. The Offer will not be subject to any financing or due diligence conditions. Upon completion of the Offer, AFK will exchange a portion of its shares in Volue for a receivable reflecting the Offer Price which will be converted to shares in a holding company of the Offeror, which will cause AFK to hold indirectly approximately 40 per cent of Volue (the “Share Conversion”). The rest of AKF's shares in Volue will be sold to the Offeror for cash at the Offer Price. It is expected that the Offer will be completed in the third quarter of 2024, following receipt of regulatory approvals and satisfaction of all other Offer Conditions. The acceptance period for the Offer will commence on 20 August 2024, and will expire at 16:30 (CEST) on 3 September 2024, subject to any extensions at the sole discretion of the Offeror. The Offer Period will in no event be extended beyond October 29, 2024. As of August 26, 2024, the Board has unanimously decided to advise Volue's shareholders to accept the Offer. The Board has received a fairness opinion from its financial advisor Pareto Securities AS that the Offer is fair, from a financial point of view to the Company’s shareholders. As of September 17, 2024, Offeror's has decided to extend the acceptance period for the Offer (the \"Acceptance Period\") from September 3, 2024, to September 17, 2024 and the Offeror has declared the Offer Price of NOK 42 per Share to be its best and final offer. The effect of the Offer Price being the Offeror's best and final price offered is that the Offeror does not have the right to increase the Offer Price above NOK 42 per share. The Offeror hereby announces an extension of the Acceptance Period until October 11, 2024. Euronext Oslo Børs has approved the extension of the Acceptance Period. As of the date of this announcement, the Offeror has obtained regulatory approvals in Germany merger clearance and Foreign Direct Investment clearance; Finland merger clearance; Norway merger clearance; Sweden FDI clearance, and Italy FDI clearance, with the only outstanding approvals now pending in Denmark FDI clearance and Norway clearance from the Norwegian Financial Supervisory Authority related to ownership control. As of October 7, 2024, Offeror is pleased to announce that the Closing Condition relating to receipt of all required regulatory approvals, as set out in Section 2.9 (Regulatory Approvals), has been satisfied. The Offeror hereby announces an extension of the Acceptance Period until October 16, 2024. The Offeror hereby announces that it waives the Closing Condition, as defined in the Offer Document, relating to Minimum Acceptance. As a result, the Offer is conditional only upon the remaining Closing Conditions which must either be fulfilled or waived (at the Offeror's sole discretion) until settlement of the Offer.
Advokatfirma Wiersholm AS acted as legal advisor for Arendals Fossekompani ASA. Advokatfirmaet Schjødt As acted as legal advisor for Advent International, L.P. and Generation Investment Management LLP. ABG Sundal Collier Holding ASA acted as financial advisor for Arendals Fossekompani ASA. Carnegie AS acted as financial advisor for Advent International, L.P. and Generation Investment Management LLP. Kirkland & Ellis International LLP acted as legal advisor for Advent International, L.P. and Generation Investment Management LLP. Clifford Chance LLP acted as legal advisor for Advent International, L.P. and Generation Investment Management LLP. Pareto Securities AS provided fairness opinion to Volue's Independent Committee of the Board of Directors.
Funds managed by Advent International, L.P. and Funds advised by Generation Investment Management LLP completed the acquisition of Volue ASA (OB:VOLUE) from Arendals Fossekompani ASA (OB:AFK), Havfonn AS, Must Invest AS, Ulfoss Invest AS and others major shareholders on October 16, 2024. 56,001,169 Shares were tendered during the tender offer period. Including Shares under irrevocable undertakings by Arendals Fossekompani ASA pursuant to a contribution agreement entered into with the Offeror and irrevocable pre-acceptances from certain shareholders in Volue, the Offeror has secured a total of 142,317,948 Shares, accounting for approximately 98.9% of all Shares.