DIAG - Signed letter of intent to acquire NEL Hydrogen AS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 8 September 2014
Diagenic ASA ("Diagenic" or the "Company", ticker "DIAG") has entered
into a non-binding letter of intent ("LOI") with the shareholders of NEL
Hydrogen AS ("NEL Hydrogen") to acquire the shares of NEL Hydrogen for a
total consideration of approximately NOK 120 million on an enterprise
value basis (the "Acquisition"). NEL Hydrogen has limited net debt. The
Acquisition will be financed through NOK 40 million in cash and the
remainder in new shares of Diagenic. The consideration shares to be
issued will be valued at NOK 0.65 per share. The proposed acquisition
represents a change in strategic direction for Diagenic to include a new
business area. The existing pharmaceutical activities of Diagenic will
remain as a separate business area within the Company.
NEL Hydrogen is a global leader in the supply of hydrogen-based
electrolyser plants and hydrogen fuelling stations. The company dates
back to the 1920s when Norsk Hydro established its first hydrogen
generation installation for use in ammonia fertilizer production. The
company began commercial sales of electrolysers in the 1970s, and has
sold more than 500 electrolysers in a wide array of industries across
Europe, South America, Africa and Asia. The company has locations in
Notodden, Norway and has a global reach through its own sales
representatives and extensive agent network. For further information
regarding NEL Hydrogen, please refer to the company's webpage www.nel
-hydrogen.com.
NEL Hydrogen is majority owned by employees and Strata Marine & Offshore
AS and associated companies.
In order to secure growth capital for the new business area resulting
from the Acquisition, the Board of Directors proposes to raise NOK 70
million through a i) NOK 35 million private placement ("Private
Placement"); and ii) NOK 35 million rights issue ("Rights Issue"). The
Private Placement and the Rights Issue are both fully underwritten by
large existing shareholders on ordinary market terms. Underwriters
include existing shareholders Strata Marine & Offshore AS, Storebrand,
Alfred Berg, Tigerstaden AS, Alpine Capital, AS, Spar Kapital Investor
AS, Håkon Sæther, Dallas Asset Management AS, Kristianro AS and AB
Investment.
The subscription price per new share in the Private Placement and the
Rights Issue will equal the issue price of the consideration shares to
be issued to the NEL Hydrogen shareholders, i.e. NOK 0.65 per new share.
The Rights Issue will be directed to the Company's existing shareholders
as of the date of the EGM (defined below). Transferable subscription
rights will be issued and listed on the Oslo Stock Exchange. The
subscription period in the Rights Issue has tentatively been set to the
latter part of October 2014.
The proposed Acquisition is subject to satisfactory due diligence and
the signing of a definite share purchase agreement, as well as
shareholder approval at an Extraordinary General Meeting in Diagenic
expected to be held in the first half of October 2014 (the "EGM"). The
Acquisition is expected to be completed in mid-October 2014, given
fulfilment of the abovementioned conditions. The proposed share issues
are subject to approval of both transactions and the Acquisition by the
EGM. A separate notice convening for the EGM will be sent out in due
course.
Carnegie AS acts as financial advisor in connection with the
Acquisition, the Private Placement and the Rights Issue.
For further information, please contact:
Lars Christian Stugaard
Acting CEO
+47 23 01 49 06
This information is subject of the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act.