Oceanteam ASA and Soiltech AS announce merger agreement

JOINT PRESS RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Sandnes and Lysaker, Norway, 30 May 2024

Oceanteam ASA ("Oceanteam", OSE: OTS) and Soiltech AS ("Soiltech", NOTC: SOIL) (hereinafter jointly referred to as the "Companies") are today pleased to announce that they have signed a merger plan for the combination of the Companies in an all-stock transaction, through a statutory merger (the "Merger") in accordance with the provisions set out in chapter 13 of the Norwegian Public Limited Liability Companies Act (the "Norwegian Public Companies Act"). The Merger will be completed by Oceanteam transferring all its assets, including an estimated NOK 21 million in cash, rights and obligations to Soiltech, as the acquiring company. The shareholders in Oceanteam will receive as consideration 0.01543 shares in Soiltech for each share in Oceanteam. After completion of the Merger, the combined company will be owned 93.35% by the shareholders of Soiltech while 6.65% will be owned by the shareholders of Oceanteam.

Soiltech is an innovative technology company, specializing in the sustainable treatment, recycling and responsible handling of contaminated water and solid industrial waste streams at site. Oceanteam forms part of the Oceanteam group, an investment platform for marine and offshore assets with particular focus on the energy transition. The objective of the Merger is to achieve synergies through a combination of the Companies' businesses, where it is the opinion of the board of directors of each of the Companies that combining the Companies will create added value not only to the Companies, but also their shareholders and other stakeholders, compared to each of Oceanteam and Soiltech operating as separate businesses.

As part of the Merger, Soiltech will be converted to a public limited liability company and seek listing on Euronext Oslo Børs or Euronext Expand under the name of Soiltech ASA. Completion of the Merger is conditional upon, among other things, such listing being approved by Oslo Børs. Subject to an approved listing application by Oslo Børs, it is anticipated that Soiltech ASA will be listed and commence trading around the end of Q3 2024. Until then, Soiltech and Oceanteam will trade as normal on the NOTC list and Euronext Oslo Børs, respectively.

Comment from Jan Erik Tveteraas, CEO of Soiltech: “We are pleased to announce this strategic next step for Soiltech as we transition to a publicly listed company and to do so by merging with Oceanteam, whose supportive major shareholders, strong financial position and clean balance sheet aligns perfectly with our growth ambitions. The merger and listing will further enhance our financial flexibility and enable us to leverage new market opportunities. The synergies created through this collaboration will accelerate our expansion plans and strengthen our competitive edge, delivering added value to our customers, employees, and shareholders."

Comment from Mike Timson, CEO of Oceanteam: “We are very pleased to have entered into this merger agreement with Soiltech and believe that a combination of the two companies will create added value for shareholders. Soiltech’s business of providing innovative clean technologies for a greener future, combined with impressive growth in recent years, presents optimal strategic alignment with Oceanteam’s previously communicated ambition.”

The Merger

The Merger will be structured as a statutory merger between Oceanteam and Soiltech in accordance with chapter 13 of the Norwegian Public Companies Act. Soiltech will be the surviving entity following completion of the Merger, while Oceanteam will be dissolved and liquidated.

In aggregate, 527 947 consideration shares will be issued by Soiltech as part of the Merger. Merger consideration will be provided to the Oceanteam shareholders in the form of 0.01543 ordinary shares of Soiltech for each Oceanteam share held by them (as registered with Euronext Securities Oslo two trading days after the Merger is completed, in accordance with the normal settlement cycle in Euronext Securities Oslo (T+2).  No fractional shares will be issued in the Merger. If the aggregate number of consideration shares issued in the Merger entails that any shareholders in Oceanteam otherwise would have received fractional shares, such fractions shall be aggregated to the nearest whole share, and thereafter be sold. The consideration for the sale of fractional shares shall be distributed proportionally between the shareholders who otherwise would have received fractional shares.

Completion of the Merger is conditional upon (i) the merger plan being adopted by the general meetings of each of Oceanteam and Soiltech, expected to be called for shortly and held within one month thereafter, (ii) the six weeks creditor period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having expired without any objections from the creditors, or, if any objection has been made within the notification period, such creditor having received adequate security or the court having rejected the demand for security pursuant to section 13-16 of the Norwegian Public Companies Act, (iii) all regulatory approvals necessary or reasonably required for completion of the Merger having been obtained without any conditions or conditions considered to be acceptable to Oceanteam and Soiltech (acting reasonably), (iv) the conversion of Soiltech into a Norwegian public limited liability company (ASA), including the appointment of a former member of the Oceanteam board of directors to the board of directors of the merged entity, (v) Oslo Børs having approved the merged entity for listing on Euronext Oslo Børs or Euronext Expand, and (vi) no material breach of any covenant or other obligations in the merger plan or other agreements entered into between the Companies.

The Merger is not subject to further due diligence nor any financing conditions. Further information about the Merger will be available in the merger plan that will be published with the respective general meeting summons. Soiltech will also publish a prospectus following approval of such by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet), expected around the end of Q3 2024. The prospectus will contain additional information about the Merger and the merged entity. The listing of the merged entity on Euronext Oslo Børs or Euronext Expand, as applicable, is subject to Soiltech publishing the prospectus.

The merger plan will be submitted to the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) for registration in accordance with section 13-13 of the Norwegian Public Companies Act.

Notices for the respective extraordinary general meetings to be held in each of Oceanteam and Soiltech will be sent to shareholders shortly and announced separately. Following approval of the Merger by the respective extraordinary general meetings of the Companies, the Merger will be registered in the Norwegian Register of Business Enterprises in accordance with section 13-14 of the Norwegian Public Companies Act.

It is expected that the Merger will be completed around the end of Q3 2024.

Oceanteam has retained Advokatfirmaet Thommessen AS as legal advisor in connection with the Merger. Soiltech has retained Fearnley Securities AS as financial advisor and Advokatfirmaet Schjødt AS as legal advisor in connection with the Merger and listing.

For further information, please contact:

Oceanteam ASA

Michael Timson, CEO of Oceanteam ASA

Telephone: (+47) 55 10 82 40

Email: info@oceanteam.no

 

Soiltech AS

Jan Erik Tveteraas, CEO

Telephone: (+47) 95 21 49 25

Email: jan.erik.tveteraas@soiltech.no

This release contains information considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The release was published by Michael Timson, CEO of Oceanteam ASA, on 30 May 2024 at 18:59 CEST.

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IMPORTANT NOTICE

This announcement is issued for information purposes only and does not constitute notice to a general meeting or a merger plan, nor does it form a part of any offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities mentioned herein, including the consideration shares expected to be issued as part of the Merger, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act or in a transaction not subject to the US Securities Act.

Any decision with respect to the proposed the Merger should be made solely on the basis of information to be contained in the actual notices to the general meetings of Oceanteam and Soiltech, respectively, and the merger plans (with pertaining documents) related to the Merger. You should perform an independent analysis of such information when making any investment decision.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions.  By their nature, forward-looking statements involve risk and uncertainty because they reflect Oceanteam's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. No assurance can be given that such expectations will prove to have been correct. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Neither Oceanteam nor Soiltech undertakes any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement or otherwise.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Oceanteam or otherwise.