Result in optional cash offer to the shareholders of Aker BioMarine ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA AND SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the stock exchange notice on 16 July 2026 regarding the optional cash offer from Aker Capital AS (“Aker Capital”), a wholly-owned subsidiary of Aker ASA (“Aker”), to acquire all outstanding shares in Aker BioMarine ASA (“Aker BioMarine”) for NOK 105 per share (the “Cash Offer”).
Upon expiry of the acceptance period in the Cash Offer on 30 July 2026, Aker Capital has received acceptance of the Cash Offer for a total of 10,707,629 shares in Aker BioMarine.
Completion of the Cash Offer is conditional upon approval of the merger plan for the merger between Aker BioMarine and Aker Capital NewCo AS announced on 16 July 2026 by an extraordinary general meeting in Aker BioMarine scheduled for 17 August 2026 (the “Aker BioMarine EGM”). Shareholders that have accepted the Cash Offer may attend and vote their shares at the Aker BioMarine EGM.
Settlement of the Cash Offer will take place no later than three trading days after approval of the merger plan by the Aker BioMarine EGM. Prior to completion of the Cash Offer, Aker Capital will execute a forward contract with respect to the shares tendered in the Cash Offer, whereby a financial institution on completion of the Cash Offer will acquire the tendered shares with an obligation for Aker Capital to physically settle the forward contract in connection with completion of the Merger.
The complete terms and conditions of the Cash Offer are set out in the stock exchange notice published on 16 July 2026.
-ENDS-
Investor contact: Christopher Vinter, SVP Finance +47 91 16 08 20 christopher.vinter@akerbiomarine.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-07-31 06:55 CEST.
IMPORTANT INFORMATION
The terms and conditions of the Cash Offer will be governed by Norwegian law and carried out in conformity with the requirements of Norwegian law. The Cash Offer and the distribution of this announcement and other information in connection with the Cash Offer may be restricted by law in certain jurisdictions, including, without limitation Australia, Canada, Japan, New Zealand, South Africa, South Korea and Hong Kong, or any other jurisdiction in which it would be unlawful. Neither Aker nor Aker Capital assumes any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Cash Offer or otherwise. The Cash Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
Holders of Shares in the United States (“U.S. Holders”) are advised that Aker BioMarine’s shares are not listed on a U.S. securities exchange and that Aker BioMarine is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.
The Cash Offer will be made for the issued and outstanding shares of Aker BioMarine (other than shares owned by Aker Capital), a company incorporated under Norwegian law, and is subject to Norwegian disclosure and procedural requirements, which are different from those of the United States. The Cash Offer is made to U.S. Holders as a "Tier I" tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the disclosure and procedural requirements of Norwegian law, including with respect to the Cash Offer timetable, settlement procedures and timing of payments, which may be different from requirements or customary practices in relation to tender offers for U.S. domestic issuers that are subject to the more fulsome requirements of Regulation 14D and 14E under the U.S. Exchange Act.
The Cash Offer will be made to U.S. Holders on the same terms and conditions as those made to all other holders of shares to whom the Cash Offer is made. Any information document will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to Aker BioMarine’s other shareholders to whom the Cash Offer is made. The Cash Offer will be made by Aker Capital and no one else. U.S. Holders are encouraged to consult with their own advisors regarding the Cash Offer.
To the extent permissible under applicable law or regulations, Aker Capital and its affiliates or brokers (acting as agents for Aker Capital or its affiliates, as applicable) may from time to time and during the pendency of the Cash Offer, and other than pursuant to the Cash Offer, directly or indirectly, purchase or arrange to purchase, shares in Aker BioMarine or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.
To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to Aker and Aker Capital may also engage in ordinary course trading activities in securities of Aker BioMarine, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Norway, any information about such purchases will be made public in Norway in the manner required by Norwegian law.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Cash Offer, passed upon the merits or fairness of the Cash Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.
It may be difficult for Aker BioMarine’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Cash Offer, since Aker BioMarine, Aker and Aker Capital are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. The shareholders of Aker BioMarine may not be able to sue Aker, Aker Capital or Aker BioMarine or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Aker, Aker Capital and Aker BioMarine and their respective affiliates to subject themselves to a U.S. court's judgment.