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.