Aker Solutions ASA (OB:AKSO) agreed to acquire Kværner ASA (OB:KVAER) for NOK 2.2 billion in a merger of equals transaction on July 17, 2020. Under the terms of the transaction, shareholders of Kværner ASA will receive a number of shares in Aker Solutions ASA based on a volume weighted average price for the shares in Aker Solutions and Kvaerner on the Oslo Stock Exchange during a period of 30 days commencing two trading days after the Aker Solutions shares trades ex the dividend proposed to be distributed in relation to the Aker Offshore Wind and Aker Carbon Capture. One share in Kvaerner shall however always give right to at least 0.7629 shares and maximum 1.1404 shares in Aker Solutions, which in total provides the shareholders in Kvaerner with an ownership interest in the range between 43% to 53% in the combined company. As on September 18, 2020, the exchange ratio was fixed to be 0.8183 consideration Shares and Aker Solutions is expected to issue up to 220.12 million Consideration Shares as the trading period commenced on August 19, 2020 and ended September 17, 2020. The merger contemplates that Aker Solutions will absorb all the assets, rights and obligations of Kvaerner and that Kvaerner is dissolved. Following completion of the merger, the shares in the combined company will continue to be listed on Oslo Stock Exchange. The name of the new company will be Aker Solutions ASA. In a related transaction, Aker Solutions agreed to spin off the wind and carbon capture businesses. The consolidation will take the form of a statutory merger whereby Aker Solutions ASA will absorb Kværner ASA. Aker Solutions ASA will acquire 306.7 million shares of Kværner ASA .

Kjetel Digre will be the Chief Executive Officer of the combined company. Kvaerner's Chief Executive Officer, Karl-Petter Løken will be a member of the new company's Executive Management Team, and will assume responsibility for the Renewables segment. Idar Eikrem will take on the role as of Chief Financial Officer in Aker Solutions from August 1, 2020. Øyvind Berge in Kvaerner's finance department will from August 1, 2020 act as Chief Financial Officer in Kvaerner until the merger of Kvaerner and Aker Solutions is completed. The merger comes with a reduction in staff so that the combined entity can have 15,000 employees.

The transaction is subject to approval by the shareholders of each of Aker Solutions and Kvaerner through extraordinary general meetings, regulatory approvals, obtaining certain third-party approvals as well as other customary closing conditions, board approval by each of the boards of Kvaerner and Aker Solutions, but is not subject to any conditions with respect to financing, due diligence or material adverse change. As of September 25, 2020, the transaction has been approved by shareholders of Aker Solutions and Kværner. As of November 9, 2020, all governmental approvals and other third-party consents required for completion of the merger have been obtained. The transaction is expected to close in November 2020. As of September 4, 2020, completion is scheduled to take place on November 10, 2020. The sales proceeds will be given to Aker Solutions, which is free to give the sales proceeds further to charity. Carnegie AS and Mikkel Ektvedt, Christoffer Beyer, Martin Berntsen, Aleksander Bjerkøy, Roy Styve and Paus William of Skandinaviska Enskilda Banken AB (publ) acted as financial advisors while Advokatfirmaet BAHR AS acted as legal advisor to Aker Solutions ASA. DNB Bank ASA acted as registrar to Aker Solutions ASA. Arctic Securities AS is acting exclusively for Kvaerner as its financial advisor.