2099
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Proposed Demerger of Aker Solutions - Publication of Information Memorandum - Impairment of Some Future Akastor Assets
2099 
0 KommentareJuly 11, 2014 - The board of directors of Aker Solutions ASA ("Aker Solutions") has in accordance with the strategy disclosed April 30 resolved to propose to the company's shareholders that Aker Solutions be split into two companies. The board has also determined to write down the value of some assets in the Aker Oilfield Services unit of Akastor, one of two companies that will emerge from the separation.
Aker Solutions Holding ASA ("New Aker Solutions") - a subsidiary of Aker Solutions ASA established for the purposes of the demerger and which will apply for listing of its shares on the Oslo Stock Exchange - will through the proposed demerger assume Aker Solutions' activities in the following areas of operation: Subsea (SUB), Umbilicals (UMB), Maintenance, Modifications and Operations (MMO) and Engineering (ENG). New Aker Solutions will operate under the Aker Solutions name from the first day of listing.
From the first day of listing of New Aker Solutions, the existing Aker Solutions ASA will change its name to Akastor ASA to form the Akastor Group together with the other subsidiaries that have not been transferred to New Aker Solutions. The Akastor Group will, among other things, continue Aker Solutions' activities mainly related to Drilling Technologies, Process Systems, Surface Products and Aker Oilfield Services, as well as Business Solutions, some financial assets and real estate.
On completion of the demerger, consideration shares in New Aker Solutions will be issued to the shareholders of Aker Solutions. Each share in Aker Solutions will give the right to one consideration share in New Aker Solutions. The consideration shares will constitute 100 percent of the outstanding shares in New Aker Solutions as of completion of the demerger.
The demerger is subject to approval by the shareholders of Aker Solutions at the Extraordinary General Meeting to be held on August 12, 2014, and depends, among other things, on the approval of the application to list New Aker Solutions shares on the Oslo Stock Exchange.
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Based on external and internal valuations, the board of Aker Solutions determined an allocation of Aker Solutions' share capital so that 35.2 percent of the share capital would be allocated to Aker Solutions (to be renamed Akastor) and 64.8 percent to New Aker Solutions. This is in accordance with the allocation of net values between the two companies as a consequence of the demerger. The allocation is mainly based on internal and external evaluations of future cash flow and also takes into account the businesses' risks and prospects. Aker Solutions has as part of the demerger plan adopted an interim balance sheet that is included in the demerger plan.
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