Kongsberg Gruppen ASA (OB:KOG) entered into an agreement to acquire Rolls-Royce Commercial Marine Inc. from Rolls-Royce plc for approximately £550 million on June 28, 2018. The final purchase price, based on cash and debt free will be determined based on Rolls-Royce Commercial Marine's cash, debt and working capital at time of completion of the transaction. Kongsberg Gruppen ASA will finance the acquisition of Rolls-Royce Commercial Marine through a combination of new equity and a new bond loan. The new equity will be raised through an underwritten rights issue of NOK 5 billion (£468.45 million). The transaction will also be financed through a bond issue of NOK 2 billion (£187.7 million). The share capital increase is conditional upon approval by the by KONGSBERG's general assembly with the support from at least two-thirds of the votes. In connection with the transaction, certain ancillary agreements shall be entered into in connection with completion. Shareholders of Kongsberg Gruppen approved the issuance of new shares at an extraordinary general meeting held November 2, 2018 to fund the acquisition.

Rolls-Royce Commercial Marine Inc. generated an annual turnover of £817 million and operating loss of £70 million in 2017. Rolls-Royce Commercial Marine Inc. reported £244 million net assets and an EBITDA of £-57 million during 2017. There will not be any changes to the Board of Directors as a result of the transaction. The completion of the acquisition of Rolls-Royce Commercial Marine Inc.is subject to clearance by regulatory authorities in several jurisdictions and has been approved by Board of Kongsberg as well as Rolls-Royce. The deal is expected to close in first quarter of 2019. As of August 16, 2018, the transaction is expected to take place in the first quarter or early in the second quarter of 2019. As on November 26, 2018, FAS rejected the application submitted by Kongsberg Maritime in regard of the transaction. As on January 16, 2019, Kongsberg Gruppen has entered into an agreement with Rome AS to divest Kongsberg Evotec in order to meet regulatory requirements regarding competition in the market for seismic vessel deck equipment. As of March 4, 2019, the approval of European Commission for the transaction was obtained.

Nigel Cooke, Keri Rees, Robin Johnson, Amanda Partland, Adrian Toutoungi, Nick Stubbs, James Lindop, James Vernon, Jon Wharam and Amanda Onions of Eversheds Sutherland and Slaughter and May acted as legal advisors and Lazard acted as financial advisor to Rolls-Royce plc. Hans Cappelen Arnesen of Thommessen Krefting Greve Lund AS and Hugo Stolkin and Adam Rogowski of Linklaters acted as legal advisors, Arctic Securities acted as financial advisor, Arkwright and PwC due-diligence provider to Kongsberg Gruppen. Atul Pandey, Hirak Mukherjee, Devesh Pandey, Ritu Shaktawat, Indruj Rai, Ayush A. Mehrotra, Avnish Sharma and Kshitij Bishnoi of Khaitan & Co. acted as legal advisor to Rolls-Royce Commercial Marine in the transaction.

Kongsberg Gruppen ASA (OB:KOG) completed the acquisition of Rolls-Royce Commercial Marine Inc. from Rolls-Royce plc on April 1, 2019. Under the terms of consideration, Kongsberg Gruppen paid £547 million along with cash acquired of £118 million.