Goldman Sachs Asset Management, L.P. entered into an agreement to acquire 72.11363% stake in Frøy ASA (OB:FROY) from NTS ASA for NOK 4.76 billion on June 5, 2023. As per the terms, the offer price per share is NOK 76.50 for 62,269,112 common shares of Froy. The Consideration shall be reduced by the amount of any dividend or other distributions made or declared by Frøy with a record date after June 5, 2023, and prior to settlement of the Mandatory Offer, however, the Consideration will not be reduced as a result of the NOK 0.75 dividend per share announced by Frøy on April 28, 2023, that is expected to be paid on or about June 20, 2023. The acquisition of Frøy is expected to be financed through a combination of debt and equity. As of June 20, 2023, the Norwegian Competition Authority has approved the transaction. Further, the Norwegian Ministry of Trade, Industry and Fisheries has also granted an exemption with respect to the nationality requirements for NOR registration in the Norwegian Maritime Code applicable to the vessels. As of July 20, 2023, the Antimonopoly Committee of Ukraine approved the transaction. As of July 20, 2023, the completion is expected to take place on or about August 14, 2023. Goldman Sachs has secured NOK 4.5 billion in debt financing for the transaction, and is expected to raise the remaining NOK 2.1 billion through a public offering of shares in Frøy.

In a related transaction, Goldman Sachs Asset Management intends to launch a tender offer for the remaining shares. Transaction is subject to receipt of applicable approvals from competition authorities in Norway and Ukraine, and the Norwegian Ministry of Trade, Industry and Fisheries having granted an exemption with respect to the nationality requirements for NOR registration in the Norwegian Maritime Code applicable to the vessels owned by the Company, and other regulatory approvals. Transaction is expected to be completed in the third quarter of 2023.

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and Advokatfirmaet BAHR AS is acting as legal advisor to NTS and the Frøy ASA. Goldman Sachs International,Ingar Nissen-Meyer, Sofie Sørheim Mørland, Magnus Helno, Caroline Andersen, Erik Årstad Gilje of Nordea Corporate Finance, part of Nordea Bank Abp, filial i Norge and RBC Capital Markets are acting as financial advisors and Advokatfirmaet Thommessen AS and Linklaters LLP are acting as legal advisors to the Goldman Sachs Asset Management. Sullivan & Cromwell LLP is acting as competition and FDI law advisor, to the Offeror.