Oslo, 8 December 2016.
On 25 November, shareholders in Hiddn Security AS (“Hiddn” or the “Company”) representing 44.5% of the outstanding shares in the Company, entered into an agreement to sell their shares in Hiddn to AgaTech ASA (“AGA”) (the “Transaction”). In addition, shareholders representing 37.8% of the shares have pre-accepted to participate in the Transaction. Consequently, approximately 82.3% of the shareholders in Hiddn have already entered into or otherwise accepted to participate in the Transaction.
All minority shareholders are offered to participate in the Transaction (the “Minority Offer”). The offer period of the Minority Offer is from and including 28 November 2016 to and including 15 December 2016 at 16:30 CET, subject to any amendments by AGA. Information on the Minority Offer including acceptance forms are available at the Company’s website www.hiddn.no.
The Transaction will be completed as a share transaction with an exchange ratio of 1.83068551 shares in AGA per 1 share in Hiddn, based on a value of the AGA of NOK 8.5 million and a value of Hiddn of NOK 104.9 million, where AGA as the acquiring entity will issue new shares to the shareholders of Hiddn. Following completion of the Transaction, the current shareholders of AGA and Hiddn, subject to all shareholders in Hiddn accepting to sell their shares in the Transaction, will hold 7.5% and 92.5% of the total number of outstanding shares in AGA, respectively.
Completion of the Transaction is subject to inter alia mutual satisfactory financial and legal due diligence investigations, shareholders in Hiddn representing at least 2/3 participating in the Transaction, approval from the general meeting in AGA and that AGA at the time of issue of the consideration shares to the Hiddn shareholders is listed on Oslo Børs. An extraordinary general meeting in AGA is scheduled to be held on 16 December 2016 (the “EGM”). Completion of the Transaction is expected to take place by end of December 2016. The new shares to be issued on completion of the Transaction to the shareholders of Hiddn will be listed on Oslo Børs after the publication of a prospectus or similar listing document in accordance with the Norwegian Securities Trading Act and applicable rules of Oslo Børs, expected to take place by mid January 2017. Certain of the majority shareholders of Hiddn, including Intelco Concept AS, will be subject to a lock-up of 12 months.
There are no special agreements or arrangements that have been or will be entered into with the directors or executive management of Hiddn or AGA in connection with the Transaction.
AGA has summoned for an EGM on 16 December 2016 regarding, inter alia, approval of the share capital increase pertaining to the consideration shares to be issued to the shareholders of Hiddn. In addition it has been proposed to change AGA’s name to Hiddn Solutions ASA to better reflect the content of the combined entity. Furthermore, it will be proposed that the EGM grants the board of directors an authorisation to issue up to 50% new shares post completion of the Transaction with the intention to proceed with a capital increase in AGA in order to finance the operations and development of the future business. In this respect, a guarantee consortium has been established securing a minimum share issue of at least NOK 20 million. Further, it will also be proposed to carry out a 100:1 reversed share split of AGAs shares.
In addition to the above, AGA intends to summon for an additional extraordinary general meeting upon completion of the above mentioned share capital increase in order to propose for the general meeting to effectuate a subsequent rights issue in AGA, the final size and structure to be finalized by the board of directors and communicated to the market in due course.
Aabø-Evensen & Co Advokatfirma AS is acting as legal advisors to AgaTech ASA and Ro Sommernes Advokatfirma DA is acting as legal advisors to Hiddn Security AS.
Chairman of the Board in Hiddn Security AS, Øystein E. Tvenge, +47 9087 0000