Agreement with intention to launch an unregulated recommended voluntary cash offer of NOK 13 per share to the shareholders of Everfuel A/S.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY.
Agreement with intention to launch an unregulated recommended voluntary cash offer of NOK 13 per share to the shareholders of Everfuel A/S
Everfuel A/S (the “Company” or “Everfuel”, and, together with its subsidiaries, the “Group”) and Faro BidCo ApS (the “Offeror”), a newly incorporated Danish private limited liability company with registration (CVR) no. 44 98 99 99, and an indirect subsidiary of infrastructure investment funds managed or advised by Swiss Life Asset Management AG (“Swiss Life AM”), announce today that they have entered into a transaction agreement (“Transaction Agreement”) whereby the Offeror, subject to certain terms and conditions, shall launch an unregulated recommended voluntary tender offer to acquire all issued and outstanding shares (the “Shares”) in the Company except for Shares owned by the Rollover Shareholders (as defined below) or held in treasury by the Company (the “Offer”).
A cash consideration of NOK 13 (the “Offer Price”) will be offered per Share, which values the total issued share capital of the Company at approximately NOK 1.12 billion based on 86,279,960 issued and outstanding Shares as of today. The Offer does not comprise any financial instruments issued by the Company other than the Shares.
The Offer Price represents a premium of:
- 52.9% compared to the closing price on Euronext Growth Oslo of NOK 8.50 per Share on 27 August 2024;
- 47.5% compared to the 30-day volume weighted average price (VWAP) of NOK 8.82 per Share ending 27 August 2024; and
- 36.0% compared to the three-month VWAP of NOK 9.56 per Share ending on 27 August 2024
The Company’s three largest shareholders, E.F. Holding ApS, HvVC ApS and Clean H2 Infra Fund S.L.P. (collectively, the “Rollover Shareholders”), holding in the aggregate 64,753,804 Shares, representing approximately 75.05% of the Company’s outstanding share capital as of the date of this announcement, Swiss Life Vergia S.à r.l. and the Offeror have today entered into an investment agreement (“Investment Agreement”) pursuant to which the Rollover Shareholders have agreed to exchange all their Shares to the Offeror outside of the Offer against receiving shares in the Offeror as consideration upon the Offer becoming unconditional (the “Rollover”), and not to solicit or accept other offers for the Company’s Shares (or similar transaction). As part of the transaction, the new ownership consortium, consisting of the three Rollover Shareholders and Swiss Life Vergia S.à r.l., has subject to completion of the Offer and certain other terms and conditions provided commitments regarding the future funding of the Company’s existing and future projects.
E.F. Holding ApS is indirectly majority owned and controlled by the Company’s CEO and founder, Jacob Krogsgaard. HyVC ApS is a joint venture between the Japan-based global trading and investment company ITOCHU Corporation and the major Japanese gas provider and international energy company Osaka Gas UK, Ltd. Clean H2 Infra Fund S.L.P. is a hydrogen infrastructure fund managed by Hy24, which in 2023 partnered with Everfuel to establish a joint venture (the “JV”) to finance the development of electrolyser capacity across the Nordics. The JV’s inaugural investment was the acquisition of the HySynergy Phase 1, a 20 MW green hydrogen production facility located in Fredericia, Denmark. The JV will continue to exist and operate regardless of the outcome of the Offer.
Additionally, all members of the Company’s Board of Directors and Executive Management owning Shares and the Company’s Director of Investor Relations and Communication, holding in the aggregate 15,811 Shares representing approximately 0.02% of the Company’s outstanding share capital as of the date of this announcement, have each irrevocably undertaken to accept the Offer by entering into separate undertakings of pre-acceptance with the Offeror (“Pre-Acceptances”) with respect to their shareholdings in the Company (noting, however, that Shares indirectly controlled by the CEO through E.F. Holding ApS are tendered separately pursuant to the Investment Agreement and accordingly included in Shares held by the Rollover Shareholders).
The Company’s Board of Directors, excluding one member representing the Rollover Shareholders who has recused himself due to his affiliation with one of the Rollover Shareholders (the “Board”), has unanimously decided that it will recommend the free float shareholders of the Company to accept the Offer upon launch of the Offer. The Board believes the terms of the Offer are in the best interests of the Company and the shareholders as a whole. The Board has, as part of the basis for its considerations, obtained a fairness opinion on the Offer from Pareto Securities AS. The conclusion is that the Offer (subject to customary assumptions, considerations, qualifications, factors and limitations) is, at the date of the fairness opinion, fair, from a financial point of view.
“The Board has considered the Offer thoroughly and believes that the terms of this offer are in the best interest of Everfuel and its shareholders, ensures equal treatment between all shareholders from an economic perspective and therefore the Board recommends Everfuel’s free float shareholders to accept the Offer. The Board has to support its consideration obtained a fairness opinion from an independent financial advisor assessing the Offer as financially fair. The Offer provides an exciting opportunity for Everfuel to continue to develop its business and continue its growth journey in a private setting. In particular, we are pleased that the new ownership consortium is committed on certain conditions to provide new financing for the operation of Everfuel and the development of the Everfuel’s existing and future projects. In the coming phase, access to stable and long-term funding will be an important success factor for Everfuel,” said Søren Eriksen, Chairman of the Board of Everfuel.
Offer Conditions
The complete details of the Offer, including all terms and conditions, will be contained in an offer document for the Offer (the “Offer Document”) to be published by the Offeror in connection with launch of the Offer. The Offer may only be accepted based on the Offer Document, which is expected to be published within one week from today with an initial acceptance period of five weeks (subject to extension).
Launch of the Offer is subject to customary conditions being satisfied, being that the Pre-Acceptances remain valid and unchanged, the Investment Agreement being in full force and effect, that no Material Adverse Change (as defined in the Transaction Agreement) has occurred, that the Company in all material respects has complied with its obligations under the Transaction Agreement and there otherwise not having been any material breach of the Transaction Agreement by the Company, that the Board immediately prior to publication of the Offer Document has declared to the Offeror that there is no inside information related to the Company or its financial instruments, and that the Board’s confirmation that it will recommend the Offer is not withdrawn or amended, in each case as further detailed in the Transaction Agreement.
The Offer is not subject to any due diligence or financing conditions.
As will be further detailed and specified in the Offer Document, completion of the Offer will be subject to the following conditions being satisfied or waived in whole or in part by the Offeror:
- shareholders of the Company representing (when taken together with any shares acquired by the Offeror or to be acquired by the Offeror through the Investment Agreement other than through the Offer) more than 90% of the issued and outstanding share capital and voting rights of Company on a fully diluted basis (as defined in the Offer Document) (excluding any shares held by the Company in treasury) having validly accepted the Offer;
- the Board shall not have amended or withdrawn its recommendation of the Offer;
- that relevant regulatory approvals have been obtained on terms satisfactory for the Offeror;
- the Company shall conduct its business in the ordinary course of business in all material respects;
- no court or governmental or regulatory authority of any competent jurisdiction shall have taken any form of legal action that will restrain or prohibit the consummation of the Offer;
- no Material Adverse Change (as defined in the Offer Document) shall have occurred between the date of the Transaction Agreement and until settlement of the Offer;
- the Rollover is completed in accordance with the terms of the Investment Agreement; and
- no material breach by the Company of the Transaction Agreement shall have occurred, and that the Company has not terminated the Transaction Agreement.
Barring unforeseen circumstances or any extensions of the acceptance period of the Offer, it is currently expected that the Offer will be completed during fourth quarter 2024, following satisfaction or waiver of all conditions for the Offer.
If, as a result of the Offer or otherwise, the Offeror acquires and holds, alone and not calculated together with any other parties, Shares representing more than 90% of the total issued Shares and voting rights in the Company (excluding any Shares held by the Company in treasury), then the Offeror intends to initiate a compulsory redemption (squeeze-out) of the remaining Shares not already owned by the Offeror. Also, if, as a result of the Offer or otherwise, the Offeror holds a sufficient majority of the Shares, the Offeror intends to propose to the general meeting of the Company that an application is filed with the Oslo Stock Exchange for the delisting of the Shares from Euronext Growth Oslo.
The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
Transaction Agreement
As part of the Transaction Agreement, the Board has agreed to not amend, modify or withdraw its recommendation of the Offer (other than immaterial changes that do not have an impact on the Offer or the other transactions contemplated by the Transaction Agreement) except that the Board shall not be under any such obligation, if not amending, modifying or withdrawing its recommendation of the Offer, as applicable, would constitute a breach of applicable law, including the Board’s fiduciary duties, as determined in good faith by the Board, and after having consulted with outside legal counsel, provided that where the Board is seeking to amend, modify or withdraw its recommendation of the Offer on account of the existence of a competing offer, such competing offer, shall, inter alia, be an unsolicited superior competing offer which is more favourable to the Company’s shareholders than the Offer which shall not have been matched by the Offeror in accordance with the terms of the Transaction Agreement.
In the event that the Transaction Agreement is terminated by either the Offeror or the Company as a result of the Board amending, modifying or withdrawing its recommendation of the Offer (as further described above), or by the Offeror upon a material breach of the Transaction Agreement by the Company, the Company will have an obligation to compensate the Offeror for actual reasonable and documented costs of the Offeror in connection with the Transaction Agreement and the preparation of the Offer set at EUR 3 million.
Advisors
Nordea Bank Abp, filial i Norge, is acting as financial advisor, while Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting as legal advisors for the Offeror. SpareBank 1 Markets AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor for E.F. Holding ApS. Kromann Reumert and Wikborg Rein Advokatfirma AS are acting as legal advisors for the Company. Capient AS acted as investor relations and communications advisor to the Company.
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Agreement with intention to launch an unregulated recommended voluntary cash offer of NOK 13 per share to the shareholders of Everfuel A/S. source