This announcement is made pursuant to section 3.4 of the Oslo Børs' Continuing Obligations of stock exchange listed companies.
AKVA group ASA ("AKVA" or the "Company") and Advania Holding hf. ("Advania") have today signed a share sale and purchase agreement (the "Agreement") under which AKVA, subject to the terms and conditions of the Agreement, shall divest 100% of the issued and outstanding shares in its wholly-owned subsidiary, Wise lausnir ehf ("Wise", and the "Wise Shares") to Advania (the "Transaction").
The Transaction is conditional on clearance from the Icelandic Competition Authority. The clearance is expected to be received during Q4 2018 or Q1 2019, and the Transaction is expected to be completed immediately thereafter.
Parties to the transaction, transaction structure and consideration
Prior to completion of the Transaction, AKVA owns 100% of the Wise Shares. Further, Wise owns 51% of the shares in Wise Blue AS, a private limited liability company incorporated under the laws of Norway with business registration number 915 344 313 ("Wise Blue", and together with Wise, the "Wise Group"). The remaining 49% of the shares in Wise Blue are owned by two former employees of the company.
The total consideration to be paid to AKVA is estimated to be approximately Icelandic krona (ISK) 1,049,187,000 (equivalent to approximately NOK 80,577,562 based on Norges Bank's exchange rate as of 5 September 2018), representing the estimated equity value of Wise at completion of the Transaction after customary net debt- and working capital adjustments (the "Consideration").
The Consideration will be settled by (i) a cash payment by Advania to AKVA, estimated at a total of ISK 799,187,000, adjusted for final net debt- and working capital adjustments (the "Cash Consideration"), and (ii) AKVA issuing a seller credit to Advania (as borrower) in the amount of ISK 250,000,000 on completion of the Transaction (the "Seller Credit"). The Wise Shares will be transferred from AKVA to Advania together with all rights attaching to them, free and clear of any encumbrances.
Completion of the Transaction is subject to customary completion conditions, including inter alia the following:
The Agreement otherwise contains terms customary in the Norwegian and the Icelandic market, including customary representation and warranties and indemnities given by AKVA.
Significance of the Transaction for AKVA
The business of Wise is outside AKVA's strategic focus areas, which mainly includes solutions and services to the global aquaculture industry. Although the development of Wise is positive, AKVA believes that the contemplated Transaction will strengthen AKVA by the opportunity of re-allocating capital and management resources to its core businesses. Similarly, Wise will be given the opportunity to explore its full potential together with a dedicated and focused owner, with long and broad experience within a wide range of IT related services and functions.
The estimated Cash Consideration of ISK 799,187,000 is payable on completion of the Transaction, and the Seller Credit in the amount of ISK 250,000,000 is interest bearing and payable as of 1 December 2019. Thus, the Transaction is estimated to result in an accounting gain for AKVA in the amount of ISK 360,000,000.
For further financial details on Wise, see "Information about the Wise Group" below.
Agreements to the benefit of board members or management in AKVA or in the Wise Group
Pursuant to the Agreement, and as further described in a separate agreement between Wise Group and certain members of the management within the Wise Group (the "Managers"), the Managers are entitled to receive a transaction bonus of approximately ISK 20 million in aggregate to be paid by Wise Group, subject to a successful completion of the Transaction in accordance with the Agreement.
Other than as set out above, and to the best of the Company's knowledge, there are no agreements entered into, or that are planned to be entered into, in connection with the Transaction, for the benefit of senior employees or members of the board of directors of AKVA; for the senior employees or members of the board of directors of Wise or for the senior employees or members of the board of directors of Wise Blue.
Information about the Wise Group
Wise is a private limited liability company incorporated under the laws of Iceland with business registration number 630407-0870. The Wise Group is headquartered in Reykjavík, Iceland, and currently has approximately 80 employees.
The Wise Group offers a wide range of flexible and customizable enterprise reporting planning (ERP) and business management software and related services. The Wise Group has developed a significant amount of proprietary software solutions that can be packaged to create tailored platforms for its customers.
The board of directors of Wise currently consists of 1 individual, namely Hallvard Muri (chairman and sole board member). Mr. Muri has served as board member since November 2016, and his term expires in June 2019.
The executive management of Wise currently consists of 6 individuals as set out in the table below:
| Name | Position | Employed since |
| Hrannar Erlingsson | General Manager | October 2003 |
| Jón Heiðar Pálsson | Sales and Marketing Manager | September 2004 |
| Margrét Erla Eysteinsdóttir | Director of Service and Consultancy | January 2005 |
| Sigríður Helga Hermannsdóttir | Director of R&D | December 1995 |
| Stefán Torfi Höskuldsson | Director of BI and IaaS | September 2007 |
| Steinunn Ragna Hjartar | Financial Manager | September 2009 |
| As of the date of this announcement, the share capital of Wise is ISK 500,000, divided on 500,000 shares, each with a par value of ISK 1. |
| Year ended 31 December | |||
| In ISKthousand | 2017 | 2016 | 2015 |
| (audited) | (audited) | (audited) | |
| Operating revenue | 1,479,050 | 1 457,395 | 1,360,884 |
| Operating profit | 103,804 | 114,774 | 99,945 |
| Profit (loss) before tax | 109,190 | 122,740 | 107,384 |
| Profit (loss) for the period | 94,101 | 102,480 | 95,015 |
| Total assets | 496,687 | 476,559 | 517,857 |
| Total equity | 178,731 | 175,355 | 201,463 |
| Total liabilities | 317,956 | 301,204 | 316,395 |
For further information on Wise, please refer to https://www.wise.is/en/.
* * *
Dated: September 6th, 2018
AKVA group ASA
Web: www.akvagroup.com
CONTACTS:
| Hallvard Muri | Chief Executive Officer |
| Phone: | +47 51 77 85 00 |
| Mobile: | +47 91 58 07 50 |
| E-mail: | hmuri@akvagroup.com |
| Simon Nyquist Martinsen | Chief Financial Officer |
| Phone: | +47 51 77 85 00 |
| Mobile: | +47 91 63 00 42 |
| E-mail: | snmartinsen@akvagroup.com |
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.