Reference is made to the stock exchange announcement of Endúr ASA ("Endúr" or
the "Company") on 5 March 2021 regarding completion of Phase 1 of the
acquisition of 100% of the outstanding shares in Marcon-Gruppen i Sverige AB
("Marcon Transaction") and the stock exchange announcement of the Company of 11
January 2021 where the Company announced the entering into of a share purchase
agreement with Artec Holding AS to acquire 100 percent of the shares in Artec
Aqua AS ("Artec Aqua Transaction"), a leading turnkey supplier of land-based
aquaculture facilities and solutions renowned for its superior water treatment
solutions design. Reference is further made to the stock exchange announcement
of the Company on 10 March 2021 regarding the Company's extraordinary general
meeting (the "EGM").
The Company is pleased to announce that Phase 2 of the completion of the Marcon
Transaction has now successfully been completed, and the purchase price for the
remaining 65% of the shares in Marcon-Gruppen i Sverige AB has been settled by a
cash payment of SEK 260,000,000. Phase 1 of the Marcon Transaction was completed
through the issuance of 106,230,838 consideration shares in the Company at a
subscription price of NOK 1.33 per share on 5 March, please see the stock
exchange announcement of 5 March 2021.
Further, the Company is also pleased to announce that the Artec Aqua Transaction
has been successfully completed. The Company has, through its wholly-owned
subsidiary, Endúr BidCo AS, acquired all of the shares in Artec Aqua AS for a
purchase price of NOK 702.5 million (the sum of the agreed purchase price of NOK
690,000,000 and the incurred locked-box interest), where 50% of the purchase
price has been settled by 296,128,789 consideration shares in Endúr at a
subscription price of NOK 1.1861 per share ("Artec Holding Consideration
Shares"), and 50% in cash.
The board of directors of Endúr has today, 12 March 2021, resolved to issue the
Artec Holding Consideration Shares pursuant to a board authorization granted by
the EGM on 10 March 2021. The Company's share capital will be increased by NOK
2,961,287.89 by issuance of 296,128,789 new shares, each with a nominal value of
The Artec Holding Consideration Shares are expected to be delivered to the
seller following registration of the share capital increase in the Norwegian
Register of Business Enterprises, expected on or about 15 March 2021. The Artec
Holding Consideration Shares will be issued on a separate ISIN and will be
listed and tradable on Oslo Børs following publication of a prospectus expected
to be approved by the Financial Supervisory Authority of Norway in the beginning
of April 2021. As set out in the stock exchange announcement of 11 January 2021,
the Artec Holding Consideration Shares are subject to lock-up restrictions
vesting over a 24 month period from the closing date.
The cash payments of both the Marcon Transaction and the Artec Aqua Transaction
have been financed by the proceeds from the NOK 1,100 million senior secured
bond, issued by the Company on 3 March 2021. Please refer to the stock exchange
announcement of 15 February 2021.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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