HitecVision, Aker Capital and Camar announce bid for Bjørge

HitecVision, Aker Capital Fund and Camar together want to strengthen and further develop the technology company Bjørge ASA. This will take place in the form of a joint ownership company, Bokn Invest AS, which aims to take over 100 per cent of the shares in Bjørge.

Bokn Invest is today announcing a voluntary cash offer to the shareholders in Bjørge to buy all shares in the company for NOK 11 per share. The price is 45 per cent above the last closing price on the Oslo Stock Exchange and 48 per cent above the average volume weighted share price during the last three months. The offer values Bjørge at NOK 483 million.

“Bjørge is an interesting company with great potential, but it is currently going through a period with challenging market conditions that could last for several years. In such a period, the management needs time and space to focus on strategic and operational challenges, as well as the opportunities that arise due to the market conditions. In this phase, we think the company is best served with having few, but active owners who can contribute with their resources, knowledge and capital,” says Frank O. Reite, CEO of Converto Capital Management, who manages the investment fund Aker Capital Fund. Mr Reite is also chairman of Bjørge ASA.

Aker Capital Fund today owns 39.9 per cent of the shares in Bjørge and Camar owns 16.8 per cent of the stock market listed company. Together with HitecVision, the ambition is to take a stronger hold of the further development of Bjørge. The new company will only own shares in Bjørge, and be set up for the sole purpose of managing this industrial engagement.

The offer will be conditional upon Bokn Invest receiving acceptances for at least 90 per cent of the shares in Bjørge. If all shareholders accept the offer, HitecVision will have an ownership stake of 50.1 per cent. Aker Capital Fund will own 39.9 per cent of the company, and thus continue with the same ownership in Bjørge that it has today. Camar will fulfil HitecVision’s majority ownership requirement by reducing its stake to 10 per cent. The shareholders in Bokn Invest have, according to an agreement from September 27, agreed to further develop Bjørge. A shareholder agreement will ensure a balance between Aker Capital Fund and HitecVision in key decisions.

“We appreciate that Aker is inviting us into this cooperation and look forward to a joint ownership of an exciting company. Bjørge has undoubtedly been hampered by the current ownership structure, and we look forward to contributing to renewed growth, even if the coming years in the oil and gas industry may prove challenging. HitecVision enters this cooperation with its oil and gas know-how, strong capital base and its local foundation in the region,” says Atle Eide in HitecVision.

For the last four years Aker has been Bjørge’s largest shareholder. As part of the reorganisation of the industrial holding company Aker ASA, the shares in Bjørge and other equity holdings were transferred to Aker Capital Fund from July 1, 2009.

“This is Aker Capital Fund’s first transaction. We are taking an active role in strengthening the company and further developing Bjørge. We are also very pleased with having the opportunity to work together with HitecVision on this. HitecVision has an impressive track record and we look forward to developing Bjørge with such competent partners,” says Mr Reite.

About the transaction:

The offer will be conditional upon Bokn Invest receiving acceptances for at least 90 per cent of the shares in Bjørge. Unless waived by the Offeror, the offer is also subject to regulatory and other customary approvals. However, the Offer will not be subject to financing. The launching of the offer is conditional upon the completion of due diligence.

The voluntary Offer will be opened for acceptances as soon as the Offer document has been approved by Oslo Børs. The Offer will be open until November 6, 2009 at 17:30 hrs CET. Bjørge is expected to report third quarter results on October 28, thus enabling the Board of Bjørge to simultaneously release its formal response to the Offer. The Offer document will contain the complete terms of the offer.

Assuming the pre-conditions relating to the Offer are met, Bokn Invest will take over the 17,518,861 shares (39.9 per cent of the shares and votes) in Bjørge that Aker Capital Fund owns, and 7,379,025 (16.8 per cent of the shares and votes) in Bjørge that Camar owns. Aker Capital Fund will transfer the shares in exchange for an identical ownership stake in Bokn Invest, based on the price in the Offer. Aker Capital Fund will receive NOK 2.28 per Bjørge share in cash plus shares in Bokn Invest worth NOK 8.72 per Bjørge share. Camar will transfer 4,392,089 of its shares in Bjørge to Bokn Invest at the same terms, and accept the offer for the remaining 2,986,936 Bjørge shares Camar owns.

Bokn Invest will following the transactions with Aker Capital Fund and Camar own 24,897,886 shares in Bjørge, equivalent to 56.7 per cent of the shares and votes. Bokn Invest has as per today received pre-acceptances from four of the other large shareholders of Bjørge as well as the CEO and Senior Vice President Erik Christensen. Together these shareholders control 5,681,819 Bjørge shares, representing approximately 12.9 per cent of the total shares in Bjørge. Said shareholders have undertaken to accept the Offer, unless a higher competing offer is presented and Bokn Invest elects not to match such competing offer. The Offeror has thus in total received pre-acceptances from shareholders representing in total 30,579,705 shares, representing approximately 69.6 per cent of the total shares in Bjørge.

Aker Capital Fund is represented on Bjørge’s board of directors through Frank O. Reite. Camar is represented on Bjørge’s board by John Arild Ertvaag.

About Bjørge ASA:

Bjørge ASA delivers process and safety critical products and systems as well as a complete range of services to ensure delivery in a life cycle perspective. This ensures the focus on optimal operations and reduced life cycle costs. Bjørge has a long experience as a supplier to the oil and gas market in Norway and selected international markets, and represents some of the leading suppliers in the world. Bjørge also invests considerably in developing its own technology and system integration. Bjørge has 570 employees.