NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, SOUTH KOREA, NEW ZEALAND, SOUTH
AFRICA, JAPAN, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement published on 23 May 2025
regarding the publication of the offer document dated 22 May (the "Offer
Document") and launch of the acceptance period for the board recommended
voluntary all cash offer (the "Offer") by Anchor AS (the "Offeror") to acquire
all issued and outstanding shares (the "Shares") in REC Silicon ASA (the
"Company") at an offer price of NOK 2.20 per Share (the "Offer Price").
Reference is also made to the announcement on 2 July 2025 and 8 July 2025
regarding the waiver of the closing conditions related to the board
recommendation and the 90% minimum acceptance level.
The acceptance period for the Offer expired today, 8 July 2025, at 16:30
(CEST).
As of expiry of the Offer and subject to final verification of acceptances,
the Offeror has received acceptances under the Offer for 180,498,818 Shares,
corresponding to approximately 42.91% of the issued and outstanding share
capital and voting rights of the Company. Subject to settlement under the
Offer and final verification of acceptances, Anchor AS will increase its
shareholding in the Company from 0 Shares to 180,498,818 Shares, representing
approximately 42.91% of all outstanding Shares, and will thus cross the
thresholds for disclosure of major shareholding up to and including the 1/3
threshold pursuant to the Norwegian Securities Trading Act section 4-2. Hanwha
Solutions Corporation ("HSC") and Hanwha Corporation ("HC") will
simultaneously reduce their direct shareholdings from 89,733,473 Shares
(21.33% of all outstanding Shares) and 50,475,079 Shares (12.00% of all
outstanding Shares), respectively, to 0 Shares.
Anchor AS is wholly-owned by Hanwha Global Americas Corporation, which again
is owned by HC (60%) and HSC (40%).
The condition for completion of the Offer relating to "Minimum Acceptance" as
set out in section 1.3 of the Offer Document has, as previously announced,
already been waived. Consequently, this announcement constitutes a 'Settlement
Notification' pursuant to section 1.8 of the Offer Document.
Settlement of the Offer will thus be made by 22 July 2025 to shareholders
having accepted the Offer in accordance with the terms of the Offer Document
subject only to the following closing conditions continuing to be satisfied,
or waived by the Offeror, in accordance with the terms of the Offer until
settlement of the Offer: (iii) "No Material Adverse Change", (iv) "No Legal
Action", (v) "No changes in share capital", (vi) "Ordinary conduct of
business", (vii) "No Breach of Transaction Agreement" and (viii) "No
Bankruptcy or Reconstruction" (together the "Remaining Closing Conditions").
To the Offeror's knowledge all of the Remaining Closing Conditions are
currently satisfied. Subject to settlement of the Offer and final verification
of acceptances, the Offeror will own approximately 42.91% of the voting rights
in the Company. At settlement of the Offer, the Offeror will trigger the
obligation under the Norwegian Securities Trading Act chapter 6 to make a
mandatory offer to acquire all Shares not already owned by the Offeror at such
time. Therefore, and subject to fulfillment or waiver of the Remaining Closing
Conditions until settlement of the Offer, the Offeror confirms its intention
to launch such mandatory offer within the deadline set out in section 6-10 (1)
of the Norwegian Securities Trading Act.
Advisors
DNB Carnegie, a part of DNB Bank ASA, is acting as financial advisor and
receiving agent and Advokatfirmaet Wiersholm is acting as legal advisor and
First House AS is acting as communications adviser to the Offeror. Arctic
Securities AS is acting as financial advisor and Advokatfirmaet Schjødt AS is
acting as legal advisor to the Company.
Important Notice:
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
The Offer Document and related acceptance forms will not and may not be
distributed, forwarded or transmitted into or within any jurisdiction where
prohibited by applicable law, including, without limitation, Canada,
Australia, South Korea, New Zealand, South Africa, Hong Kong and Japan. The
Offeror does not assume any responsibility in the event there is a violation
by any person of such restrictions. Persons in the United States should review
"Notice to U.S. Holders" below. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to and does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the
Offer or otherwise. Investors may accept the Offer only on the basis of the
information provided in the Offer Document. Offers will not be made directly
or indirectly in any jurisdiction where either an offer or participation
therein is prohibited by applicable law or where any tender offer document or
registration or other requirements would apply in addition to those undertaken
in Norway.
Shareholders of the Company must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order
to be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per Share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per Share.
Forward-looking statements
This announcement, oral statements made regarding the Offer, and other
information published by the Offeror and/or the Company may contain statements
which are, or may be deemed to be, "forward looking statements". Such forward
looking statements are prospective in nature and are not based on historical
facts, but rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which the group will
operate in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
those statements. The forward-looking statements contained in this
announcement relate to the group's future prospects, developments and business
strategies, the expected timing and scope of the Offer and other statements
other than historical facts. In some cases, these forward looking statements
can be identified by the use of forward looking terminology, including the
terms "believes", "estimates", "will look to", "would look to", "plans",
"prepares", "anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will" or "should" or their
negatives or other variations or comparable terminology. Forward-looking
statements may include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses,
contract renewals and future prospects; (ii) business and management
strategies and the expansion and growth of the Company's operations; and (iii)
the effects of global economic and political conditions and governmental
regulation on the Company's business. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. These events and
circumstances include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals. If any one
or more of these risks or uncertainties materialises or if any one or more of
the assumptions prove incorrect, actual results may differ materially from
those expected, estimated or projected. Such forward looking statements should
therefore be construed in the light of such factors. Neither the Company nor
the Offeror nor any member of their respective groups, nor any of their
respective members, associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
should not place any reliance on forward looking statements.
The forward-looking statements speak only at the date of this document. All
subsequent oral or written forward-looking statements attributable to any
member of the Company group, the Offeror or any member of their respective
group, or any of their respective members, associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
The Company, the Offeror and each member of their respective groups expressly
disclaim any obligation to update such statements other than as required by
law or by the rules of any competent regulatory authority, whether as a result
of new information, future events or otherwise.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on
a U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC")
thereunder. The Offer will be made to holders of Shares resident in the United
States ("U.S. Holders") on the same terms and conditions as those made to all
other holders of Shares of the Company to whom an offer is made. Any
information documents, including the Offer Document, will be disseminated to
U.S. Holders on a basis comparable to the method that such documents are
provided to the Company's other Shareholders to whom an offer is made. The
Offer will be made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E
under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer is
subject to disclosure and other procedural requirements timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to
the Offer, directly or indirectly, purchase or arrange to purchase, Shares or
any securities that are convertible into, exchangeable for or exercisable for
such Shares outside the United States during the period in which the Offer
remains open for acceptance, so long as those acquisitions or arrangements
comply with applicable Norwegian law and practice and the provisions of such
exemption. To the extent information about such purchases or arrangements to
purchase is made public in Norway, such information will be disclosed by means
of an English language press release via an electronically operated
information distribution system in the United States or other means reasonably
calculated to inform U.S. Holders of such information. In addition, the
financial advisors to the Offeror may also engage in ordinary course trading
activities in securities of the Company, which may include purchases or
arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or
any other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
Contacts
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Nils O. Kjerstad
IR Contact
Phone: +47 9135 6659
Email: nils.kjerstad@recsilicon.com
About REC Silicon
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REC Silicon is a leading producer of advanced silicon materials, delivering
high-purity silicon gases to the solar and electronics industries worldwide.
We combine over 40 years of experience and proprietary technology with the
needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the
Company is headquartered in Lysaker, Norway.
For more information, go to: www.recsilicon.com
This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2025-07-08 18:25 CEST.