Aker ASA restructures its assets with two mergers and a $57.9mn acquisition

Norwegian industrial group Aker ASA has announced two operations aimed at streamlining its holding structure and strengthening the liquidity of its renewable energy-related entities. The transactions include the merger of Aker Horizons Holding with an Aker ASA entity, as well as Aker Capital’s acquisition of a stake in SLB Capturi AS for $57.9mn. These actions follow a strategic review initiated to refinance Aker Horizons ASA.

Internal merger and debt reorganisation

Under the merger terms, shareholders of Aker Horizons ASA — excluding Aker Capital — will receive 0.001898 Aker ASA shares and a cash payment of NOK 0.267963 ($0.025) per share held. The exchange ratio is based on the 30-day volume-weighted average share prices of both companies. Aker Horizons Holding will consolidate all group assets, including stakes in Aker Carbon Capture ASA, Mainstream Renewable Power, and real estate in Narvik.

Aker ASA plans to deliver the shares either from treasury stock or by issuing new shares under existing board authorisations. Simultaneously, Aker Horizons’ NOK 2.5bn ($228mn) green bond will be redeemed early ahead of its original August 2025 maturity date, using existing cash reserves. This will reduce interest costs over the remaining term.

Capital structure optimisation

Holders of the NOK 1.6bn ($146mn) convertible bond will be offered a redemption at 93 % of face value. Aker Capital will retain NOK 1.3bn ($118.5mn) of this debt on its balance sheet. Other loans held by Aker Horizons will be transferred to the merged entity and continued under existing conditions.

Additionally, Aker Capital acquired a 20 % stake in SLB Capturi AS for NOK 635mn ($57.9mn), and assumed Aker Carbon Capture ASA’s guarantee commitments to SLB. This transaction is intended to increase ACC’s distributable reserves, creating a liquidity event for shareholders.

Proposed special dividend for shareholders

Following the completion of the stake sale, the board of directors of Aker Carbon Capture will propose a special dividend of approximately NOK 1.7bn ($155mn), subject to approval by the extraordinary general meetings of both Aker Horizons and Aker Carbon Capture. The involved boards consider these operations to be in the economic interest of shareholders and have deemed their execution advisable.