Aker Solutions ASA: Publication of Exempted Document in Relation to the Contemplated Merger With Kværner ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

September 4, 2020 - Reference is made to the previous stock exchange announcements made by Aker Solutions ASA ("Aker Solutions") regarding the contemplated merger with Kværner ASA ("Kvaerner") as further set out in the merger plan dated July 17, 2020 (the "Merger"). The Merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved.

Pursuant to and in accordance with Article 1 (5) (f) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"), Aker Solutions has prepared an "Exempted Document" describing key features of the Merger. 

The Exempted Document includes among other things:

• Relevant risk factors applicable to the Merger and the combined company
• Business overview of Kvaerner and Aker Solutions
• Unaudited pro forma financial statements for the financial year 2019 which has been prepared as if the Merger had taken place on December 31, 2019
• Unaudited pro forma condensed statement of income for the year ended December 31, 2019 as if the Merger had taken place on January 1, 2019

The Exempted Document is not a prospectus and has not been reviewed or approved by the Norwegian Financial Supervisory Authority. It has been prepared solely for the use in connection with the admission to listing of the consideration shares that are expected to be issued by Aker Solutions upon completion of the Merger.

The Exempted Document is available on https://akersolutions.com/prospectuses and https://www.kvaerner.com

Upon the completion of the Merger, Aker Solutions will issue up to 306,767,600 new shares as merger consideration (the "Consideration Shares"). The Consideration Shares will be distributed on a pro rata basis to shareholders of Kvaerner (other than to non-eligible U.S. shareholders) as at the expiry of the date of registration of the completion of the Merger with the Norwegian Register of Business Enterprises (the "Effective Date"), which is expected to occur on or about November 10, 2020, as such shareholders appear in the shareholders register of Aker Solutions with the Norwegian Central Securities Depositary (the "VPS") as at the expiry of the second trading day thereafter (the "Record Date"), which is expected to be on or about November 12, 2020.

Eligible shareholders in Kvaerner will receive minimum 0.7629 and maximum 1.1404 Consideration Shares for each share in Kvaerner they own as at the Effective Date as recorded in the VPS as at the Record Date.

The exact exchange ratio will be determined by the volume-weighted average price for the shares in Aker Solutions and Kvaerner on the Oslo Stock Exchange during a period of 30 days (including both trading days and non-trading days) that commenced August 19, 2020. This was two trading days after the Aker Solutions shares traded ex the dividend resolved to be distributed to Aker Solutions' shareholders in an extraordinary general meeting held on August 14, 2020. The 30 day period will end on September 17, 2020, and the final exchange ratio is expected to be announced on or about this date, or as soon as it is ready.

The Consideration Shares will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act. Consideration Shares will therefore only be delivered to Kvaerner shareholders that are either (i) not a U.S. Person as defined in Regulation S of the Securities Act, or (ii) an "accredited investor" as defined in Regulation D of the Securities Act ("Eligible Shareholders"). Shareholders in Kvaerner that are not Eligible Shareholders will receive cash-in-lieu of the Consideration Shares following a sale of such Consideration Shares as they would otherwise be entitled to receive. Such Consideration Shares as the non-Eligible Shareholders would otherwise be entitled to, will be sold by Skandinaviska Enskilda Banken AB (publ) for the account of and for the risk of the relevant beneficiary with a proportional distribution of net sales proceeds among the non-Eligible Shareholders. 

The Consideration Shares issued to Eligible Shareholders will constitute "restricted securities" under the U.S. Securities Act. As a condition to receiving Consideration Shares, each Eligible Shareholder who is an accredited investor will agree not to offer or sell any of the Consideration Shares received for a period of one year from issuance except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. Please see the Exempted Document for more information.

Atle Teigland, employee-elected director of the board of Aker Solutions ASA, has retired and no longer works for the company. Deputy director Oddvar Hølland has replaced Teigland as a director of the board.

ENDS