Photo: Illustration; Courtesy of Aker

Aker Clean Hydrogen and Aker Horizons to merge and strengthen H2 production

Norway’s Aker Clean Hydrogen and Aker Horizons will merge to strengthen the integration of hydrogen production with downstream applications in large-scale hybrid decarbonisation projects.

Aker Clean Hydrogen and Aker Horizons to merge and strengthen H2 production
Illustration; Courtesy of Aker

On 30 March, Aker Clean Hydrogen announced a merger plan with Aker Horizons. The units are to combine in an all-stock merger that will reposition ACH as a privately held subsidiary of AH.

Aker Clean Hydrogen aims to develop, build, own and operate clean hydrogen production on an industrial scale. Aker Horizons is the majority shareholder of the company. The goal is to reach a net capacity of 5 gigawatts by 2030, and to make a major contribution to the hydrogen industry and GHG emissions global reduction.

Shareholders in Aker Clean Hydrogen will receive 0.2381 merger consideration shares in AH for each share owned in ACH. The exchange ratio is based on the 30-day volume-weighted average share price for each of Aker Clean Hydrogen and Aker Horizons. It implies a share price of NOK 5.49 ($0.64) per ACH share, representing a premium of 16.7 per cent to the closing price of ACH on 29 March 2022.

Benefits for all shareholders include increased free float and liquidity, and shared upside towards future value creation.

The merged entity will continue with hydrogen, ammonia, and methanol activities. It will build on ACH’s portfolio of projects to decarbonise hard-to-abate sectors.

Combining the strengths of ACH with the financial and broader industrial skillset of AH, the merger will help partnerships across value chains.

“Merging with Aker Horizons will strengthen the company’s ability to finance and execute its current projects, as well as open opportunities to build a stronger industrial asset development muscle to realise decarbonisation on an even larger scale,” said Karl-Johnny Hersvik, chairman of Aker CH.

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Triangular merger

The transaction will be carried out as a triangular merger between ACH, AH’s subsidiary AH Seksten as the surviving entity, and Aker Horizons as the issuer of merger consideration shares.

Shareholders in ACH will receive 0.2381 merger consideration shares in Aker Horizons for each share owned in ACH at the effective date of the merger.

AH has an indirect shareholding in ACH of approximately 77.25 per cent and no consideration shares will be issued for such shareholding.

Fractions of shares will not be allotted, and for ACH shareholders consideration shares will be rounded down to the nearest whole number. Excess shares, which as a result of this round down will not be allotted, will be issued to and sold by DNB Markets, a part of DNB Bank.

Completion of the merger is subject to customary closing conditions, including approval by the shareholders of ACH and the board of directors of Aker Horizons. However, it is not subject to any conditions with respect to financing, due diligence, or material adverse change.

AH has undertaken to vote in favor of the merger at ACH’s annual general meeting on 4 May 2022. The merger is executed and implemented in parallel with a contemplated similar triangular merger between Aker Horizons and Aker Offshore Wind.

Assuming that both mergers are completed, the shareholders of ACH and AOW will receive a total of up to 80,612,586 consideration shares in Aker Horizons. This constitutes approximately 13.22 per cent of Aker Horizons’ current total outstanding shares.