Oslo, 8 October 2014
Diagenic ASA - Signed final agreement to acquire NEL Hydrogen AS -
extended announcement
Reference is made to the stock exchange announcement made by Diagenic
ASA ("Diagenic" or the "Company") on 8 September 2014 regarding the
signed letter of intent to acquire New NEL Hydrogen Holding AS ("NEL
Hydrogen) and the notice of an extraordinary general meeting on 18
September 2014.
Following satisfactory due diligence, Diagenic is pleased to announce
that the Company has today signed a final share purchase agreement with
the shareholders of NEL Hydrogen to acquire NEL Hydrogen (the
"Transaction"). The agreement is subject to certain conditions,
including approval of the Transaction and the issue of consideration
shares by the extraordinary general meeting of the Company and the
approval of a prospectus in connection with the listing of the
consideration shares by the Financial Supervisory Authority of Norway
(No. Finanstilsynet).
The proposed Transaction represents a change in strategic direction for
the Company, as a new business area will be included. The existing
pharmaceutical activities of the Company will remain as a separate
business area within the Company.
Acquisition
Diagenic is acquiring 100% of the shares in NEL Hydrogen for a total
consideration of NOK 120 million. The Transaction will be financed
through NOK 40 million in cash and NOK 80 million in new shares of the
Company. The consideration shares to be issued will be valued at NOK
0.65 per share. The shares in the Company shall be subscribed for no
later than 31 October 2014. The shares of NEL Hydrogen shall be
transferred to the Company no later than 7 November 2014
The consideration shares shall be subject to an extensive lock up.
27,692,308 shares held by key employees have a total lock up of four
years and 27,692,307 held by these key employees have a total lock up of
two years. 6,153,846 shares held by management shareholders have a lock
up until 1 September 2016 and 61,538,462 shares held by non-management
shareholders have a lock up of one year
NEL Hydrogen
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. The company has 22
employees. For further information regarding NEL Hydrogen, please refer
to the company's webpage www.NEL-hydrogen.com.
NEL Hydrogen's board of directors consists of Martin Nes (chairman),
Øystein Stray Spetalen, Lars Markus Solheim and Ole Arnt Lindgren. The
CEO of NEL Hydrogen is Lars Markus Solheim and CFO Erik Evju. Martin Nes
and and Øystein Stray Spetalen also serves on the board of the Company.
The following are key figures for the acquired company:
Income statement (NOKm) 2013 YTD Jul. 14 2014e
Sales
New sales n.a. 11,9 22,6
Aftermarket sales n.a. 33,3 52,2
Total sales revenue 34.1 45,2 74,7
EBITDA 12,7 11,6 18,7
EBITDA margin 37,2 % 25,7 % 25,0 %
EBIT 12,5 11,4 18,2
EBIT margin 36,7 % 25,1 % 24,4 %
Balance sheet (NOKm) 2013 YTD Jul. 14 2014e
Equity 6,2 21,7 n.a.
Assets 28,6 39,0 n.a.
NIBD 1,1 -3,6 n.a.
Equal treatment
As stated in the notice to the extraordinary general meeting, Diagenic's
shareholders Strata Marine & Offshore AS and Dallas Asset Management AS
are indirect sellers in the Transaction. Given that the sellers will
receive consideration shares, the Company has made careful
considerations with regard to the principle of equal treatment of its
shareholders. If the shareholders' meeting approves the transaction, the
consideration share issue will mean that the shareholders preemptive
rights to subscribe for new shares will be deviated from. The Company
has concluded that the Transaction is in the best interest of the
Company and the Company's shareholders. The purchase agreement has been
entered into on an arm's length basis, and the board has solicited a
separate independent review of the relative values under the Norwegian
Public Limited Companies Act section 3-8, the result of this review is
appended to the notice of the shareholders meeting. Though not a formal
requirement, the Company has decided to have the Transaction itself
approved by the shareholders. The final resolution concerning whether or
not the Transaction shall be concluded or not will therefore be made by
the shareholders. The board's recommendation is that the Transaction is
approved as proposed.
For further information, please contact:
Lars Christian Stugaard
Acting CEO
+47 23 01 49 06 / +47 47 63 05 22
lars.christian.stugaard@diagenic.com
This information is subject of the disclosure requirements pursuant to
section 5-12 of the Norwegian Securities Trading Act and section 3.4 of
the Oslo Stock Exchange's Continuing Obligations.