Aqualis ASA : Extended stock exchange notice - acquisition of Tristein AS

Oslo, Norway, 24 April 2014

This notice is prepared and published in accordance with sections 3.4.1 and 3.4.2 in Continuing Obligations for companies listed on Oslo Børs.

The transaction                                 

Reference is made to Aqualis ASA's (OSE: AQUA) announcement dated 27 February 2014, when the Company signed a memorandum of understanding to acquire Tristein AS, a leading provider of marine operations for the offshore oil, gas and wind industries. Following a financial, legal and operational due diligence, Aqualis ASA (Aqualis) and Tristein AS (Tristein) have on 23 April signed the definite share purchase agreement between Aqualis and the eight selling shareholders of Tristein.

The purchase price for 100 percent of the shares in Tristein is NOK 23 million in cash plus a consideration of 9.5 million new shares in Aqualis valued at a fixed price of NOK 2.50 per share. The 9.5 million consideration shares in Aqualis are subject to a lock-up period of a minimum of three years from the date of closing of the transaction. The cash portion of the purchase price will be paid by cash at hand.

Furthermore, the sellers who are employees in Tristein will be given the right to acquire in total 2 million shares in Aqualis at a strike price of NOK 3.00 per share. Such options can be exercised 3 years after the completion date, at the earliest, and is subject to that the relevant employee has not terminated its employment in the company.

The transaction is expected to be closed at 28 April 2014, subject only to standard closing conditions. 

Tristein AS

Tristein, headquartered in Asker, Norway, with further offices in Kristiansund and Stavanger, was established in 2007 and is currently owned by the company's management and key employees. The company is a leading provider of marine operations for the offshore oil, gas and wind industries and currently employs approximately 35 people, including contractors. In 2013, Tristein had audited revenues of NOK 44.5 million and EBITDA (earnings before interest, taxes, depreciation and amortization) of NOK 5.2 million. At 31 March, the company had cash of approximately NOK 11 million and no interest bearing debt.

The personnel of Tristein has long track record from the offshore industry, serving as master mariners, offshore installation managers, offshore managers and logistic managers. The company operates through three main business areas: marine operations & logistics, engineering & survey, and renewable energy.

The management team in Tristein consists of Torbjørn Rogde (Managing Director), Tor Arne Vang (Chief Financial Officer), Einar Walderhaug (Operations Manager), Bengt Alexander Kirovic (Senior Marine Advisor), Sigmund Hertzberg (Principlal Marine Advisor) and Harald Wergeland (Manager Renewable Energy).

The Board of Directors in Tristein currently consists of Torbjørn Rogde (Chairman), Harald Wergeland, Bengt Alexander Kirovic, Sigmund Hertzberg, Trond Taraldsen and Einar Walderhaug.

The significance of the transaction for Aqualis

Tristein is a highly respected player on the Norwegian continental shelf. Its position within both offshore oil and gas and renewables is reflected in a number of long-term client relationships and frame agreements.

Upon closing of the transaction, Tristein will be integrated with Aqualis Offshore AS, the Norwegian operating company of Aqualis. The combination of Aqualis Offshore and Tristein is a particular good match in the oil and gas sector. Additionally, Tristein possesses valuable expertise within the renewables and offshore wind segment. Combining the competence of Tristein and Aqualis Offshore will allow Aqualis Offshore to provide an even better service offering to its customers on both the Norwegian continental shelf and abroad.

In less than twelve months, Aqualis Offshore has established 10 offices in several of the world's key oil and gas regions. The company is a specialized offshore marine and engineering consultancy firm that already employs more than 100 people. The company focuses on the shallow and deep-water offshore segments of the oil and gas industry. Its core services includes concept, FEED and basic design engineering for upgrades and conversion of jack-ups, FPSOs and rigs, marine warranty services, transportation and installation, rig moving, dynamic positioning, construction supervision and due diligence services.

See attached document for key financial figures for Tristein.

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For further information, please contact:
Gunnar Manum
Acting CEO
+47 24 11 09 71 / +47 95 17 91 90
gunnar.manum@aqualis.no

Christian Opsahl
CFO
+47 901 10 153
christian.opsahl@aqualis.no

Aqualis ASA is a Norwegian public company focusing on building a profitable and successful business based on its key competences within the marine and offshore and healthcare sectors.

Aqualis Offshore is a specialized offshore marine and engineering consultancy firm, focusing on the shallow and deep-water offshore segments of the oil and gas industry. Its core services includes concept, FEED and basic design engineering for upgrades and conversion of jack-ups, FPSOs and rigs, marine warranty services, transportation and installation, rig moving, dynamic positioning, construction supervision and due diligence services. The company is currently operating out of 10 offices worldwide.

Aqualis Healthcare is focusing on securing potential value from its patent portfolio and licensing agreements generated by the former Clavis Pharma ASA, as well as investigating new investment opportunities within the healthcare sector. Aqualis Healthcare has a large portfolio of patents relating to its LVT-technology, as well as licensing agreements for the potential development of selected drug compounds.