NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL. OTHER RESTRICTIONS APPLY
Herning, 2 September 2024
Reference is made to the stock exchange announcement made on 28 August 2024,
where it was announced that Faro BidCo ApS (the "Offeror") had reached an
agreement (the "Transaction Agreement") with Everfuel A/S (the "Company" or
"Everfuel") regarding the launch of an unregulated recommended voluntary cash
offer of NOK 13 per share (the "Offer Price") to acquire all issued and
outstanding shares (the "Shares") in the Company except for Shares owned by the
Rollover Shareholders (as defined below) or held in treasury by the Company (the
"Offer").
The Offeror hereby announces the launch of the Offer pursuant to the terms and
condition of the Offer as set out in an offer document dated 2 September 2024
(the "Offer Document"). The complete terms and conditions for the Offer,
including a description of the procedures for accepting the Offer, are set out
in the Offer Document.
The offer period will commence today, on 2 September 2024, and expire at 16:30
(Oslo time) on 7 October 2024, subject to extensions as further described in the
Offer Document for a maximum of 10 weeks ending on 11 November 2024.
The Offer can only be accepted on the basis of the Offer Document and will not
be made in any jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction. The Offer Document will be sent
by applicable means to shareholders of the Company whose contact details appears
in the Company's share register in the VPS as of the date hereof in
jurisdictions where the Offer Document may be lawfully distributed.
Receiving agents: Nordea Abp, filial i Norge, and SpareBank 1 Markets AS.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the receiving agents' webpages:
https://www.nordea.com/en/everfuel and
https://www.sb1markets.no/en/transactions/ and may be obtained free of charge
during ordinary business hours at the offices of the receiving agents, Nordea,
Essendrops gate 7, 0107 Oslo, Norway and SpareBank 1 Markets, Olav Vs gate 5,
0161 Oslo, Norway.
Board Recommendation
The Company's Board of Directors, excluding one member representing the Rollover
Shareholders who has recused himself due to his affiliation with one of the
Rollover Shareholders (the "Board"), recommends the free float shareholders of
the Company to accept the Offer. The Board believes the terms of the Offer are
in the best interests of the Company and the shareholders as a whole. The Board
has, as part of the basis for its considerations, obtained a fairness opinion on
the Offer from Pareto Securities AS, which concludes that the Offer (subject to
customary assumptions, considerations, qualifications, factors and limitations)
is, at the date of the fairness opinion, fair, from a financial point of view.
The fee float shareholders are recommended to carefully review and assess the
terms and conditions of the Offer set out in the Offer Document and the Board's
recommendation before making any decision to accept the Offer.
The Board's recommendation is enclosed to the Offer Document, and the Fairness
Opinion is available on the Company's website: www.everfuel.com.
The Offeror
The Offeror is a newly incorporated Danish private limited liability company
with registration (CVR) no. 44 98 99 99, and an indirect subsidiary of
infrastructure investment funds managed or advised by Swiss Life Asset
Management AG ("Swiss Life AM").
The Rollover and support from institutional shareholders
The Company's three largest shareholders, E.F. Holding ApS, HvVC ApS and Clean
H2 Infra Fund S.L.P. (collectively, the "Rollover Shareholders"), holding in the
aggregate 64,753,804 Shares, representing approximately 75.05% of the Company's
outstanding share capital as of 28 August 2024, Swiss Life Vergia S.à r.l. and
the Offeror have entered into an investment agreement (the "Investment
Agreement") pursuant to which the Rollover Shareholders have agreed to exchange
all their Shares to the Offeror outside of the Offer against receiving shares in
the Offeror as consideration upon the Offer becoming unconditional (the
"Rollover"). The Rollover is further detailed in the Offer Document.
BankInvest, being one of the larger shareholders of the Company beyond the
Rollover Shareholders, with a shareholding of some 0.8% of the outstanding
shares, has, subject to certain terms and conditions, pre-accepted the Offer. In
addition, certain other institutional shareholders representing some 2.2% of the
outstanding shares of the Company have indicated their support for the Offer,
resulting in some 3% of the Company's outstanding shares supporting the Offer
(in addition to the Rollover Shareholders and pre-acceptances from members of
the Company's board and management owning shares in the Company as announced by
the Company on 28 August 2024).
Key terms for the Offer
· Offer Price: NOK 13 per Share in cash, subject to adjustments pursuant to
the terms and conditions of the Offer.
· Conditions for completion: As further detailed and specified in the Offer
Document, completion of the Offer will be subject to the following conditions
being satisfied or waived in whole or in part by the Offeror:
· shareholders of the Company representing (when taken together with any
shares acquired by the Offeror or to be acquired by the Offeror through the
Investment Agreement (as defined in the Offer Document) other than through the
Offer) more than 90% of the issued and outstanding share capital and voting
rights of Company on a fully diluted basis (as defined in the Offer Document)
(excluding any shares held by the Company in treasury) having validly accepted
the Offer