NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINCANADA ,AUSTRALIA ,NEW ZEALAND ,SOUTH-AFRICA ,HONG KONG ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFULOslo ,12 October 2021 - Reference is made to the announcements on 13 September and6 October 2021 and the offer document dated5 October 2021 (the "Offer Document") for the recommended voluntary offer (the "Offer") by Octopus Bidco AS (the "Offeror"), a company indirectly wholly owned by funds advised byKohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") for all outstanding shares inOcean Yield ASA against a consideration in cash ofNOK 41.00 per share as adjusted in accordance with the terms of the Offer. The Offeror hereby announces that it has received clearance from theNorwegian Competition Authority and the German Federal Cartel Office. Accordingly, the regulatory approvals condition to the Offer has been fulfilled. Completion of the Offer remains subject to the fulfilment or waiver by the Offeror of the conditions for closing of the Offer as set out in the Offer Document, other than the regulatory approvals condition and the minimum acceptance condition (which was announced as satisfied on6 October 2021 ), as further set out in section 4.5 (Closing Conditions) of the Offer Document. None of the conditions that refer to events that shall not occur have, to the Offeror's knowledge, occurred. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document. Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document by CET 16:30 hours on5 November 2021 (subject to extension). The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.arctic.com (https://eur01 .safelinks.protection.outlook.com/?url=http%3A%2F%2 F www.arctic.com%2F&data=04%7C01%7Cmarius.magelie%40oceanyield.no%7C5f0042670a2343 7 4a7b908d98d95653d%7C4532deeec4ed44d788c679ffa513472c%7C0%7C0%7C63769649506528718 6 %7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJ X VCI6Mn0%3D%7C1000&sdata=HzFhQvfAbnhNqfYXpjRHu083UyI6Y%2FWU0LTbdVxpupc%3D&reserve d =0) and www.oceanyield.no (https://eur01 .safelinks.protection.outlook.com/?url=http%3A%2 F %2Fwww.oceanyield.no%2F&data=04%7C01%7Cmarius.magelie%40oceanyield.no%7C5f004267 0 a234374a7b908d98d95653d%7C4532deeec4ed44d788c679ffa513472c%7C0%7C0%7C63769649506 5 287186%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1ha W wiLCJXVCI6Mn0%3D%7C1000&sdata=BhFCQLlti2QX3WKCN%2FdiEbeTpQf%2Fg%2FAyXiwTIVmosak%3 D &reserved=0) AdvisersArctic Securities AS is acting as financial advisor to the Offeror and receiving agent in connection with the Offer.Wikborg Rein Advokatfirma AS andSimpson Thacher & Bartlett LLP are acting as legal advisors to the Offeror in connection with the Offer.DNB Markets , a part ofDNB Bank ASA , is acting as financial advisor and Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Offer.Advokatfirmaet BAHR AS is acting as legal advisor toAker ASA andAker Capital AS in connection with the Offer. ContactsOcean Yield ASA : Marius Magelie (SVP Finance & Investor Relations ofOcean Yield ASA ), Tel +47 24 13 01 82, e-mail: marius.magelie@oceanyield.no. The Offeror and KKR: BjørnRichard Johansen (press contact) at First House, Tel +47 47 80 01 00, e-mail: brj@firsthouse.no. About KKR KKR is a leading global investment firm with approximatelyUSD 429 billion in assets under management as ofJune 2021 and has a 45-year history of leadership, innovation and investment excellence. In the past 15 years, KKR has grown by expanding its geographical presence and building businesses in new sectors, such as credit, special situations, equity strategies, hedge fund solutions, capital markets, infrastructure, energy and real estate. KKR's new efforts are based on its core principles and industry expertise, allowing it to leverage the intellectual capital and synergies across its businesses, as well as to capitalize on a broader range of opportunities. KKR has significant experience and deep roots in infrastructure investing. KKR Infrastructure currently manages overUSD 38 billion and has made 52 investments globally over the last 13 years. KKR believes that the thoughtful management of environmental, social, and governance (ESG) issues are an essential part of long-term success in a rapidly changing world. KKR was one of the first major alternative assets investors to sign theUnited Nations -backedPrinciples for Responsible Investment (PRI) in 2009, and KKR's Responsible Investment Policy (2020) articulates its approach to integrating the consideration of ESG risks and value creation opportunities into investment processes globally. References to KKR's investments in this announcement may include the activities of its sponsored funds and insurance subsidiaries. AboutOcean Yield Ocean Yield ASA is a ship owning company with investments in vessels on long -term charters. The company has a significant contract backlog that offers visibility with respect to future earnings and dividend capacity. The Company's shares are listed on theOslo Stock Exchange (ticker OCY). *** Notice toU.S. HoldersU.S. Holders (as defined below) are advised that the Shares are not listed on aU.S. securities exchange and that the Company is not subject to the periodic reporting requirements of theU.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 theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer is made to holders of Shares resident inthe 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, is disseminated toU.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 is made by the Offeror and no one else. The Offer is made toU.S. Holders pursuant to Section 14(e) and Regulation 14E under theU.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, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.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 outsidethe 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 inNorway , such information will be disclosed by means of an English language press release via an electronically operated information distribution system inthe United States or other means reasonably calculated to informU.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 theSEC nor any securities supervisory authority of any state or other jurisdiction inthe 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 theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe United States .
Click here for more information
© Oslo Bors ASA, source