Oslo, 31 May 2015
NEL ASA ("NEL" or the "Company") has entered into a binding agreement with the shareholders of H2 Logic A/S ("H2 Logic") to acquire the shares of H2 Logic for a total consideration of NOK 300 million on an enterprise value basis (the "Acquisition"). The Acquisition will be financed through NOK 100 million in cash and the remainder in new shares of NEL at NOK 1.35 per share (the “Consideration Shares”).
NEL has leading hydrogen production systems capabilities based on water electrolyser technology. Through the acquisition of H2 Logic, NEL positions itself as a world-leading supplier of Hydrogen Refuelling Stations (HRS) and takes a key role in the development of the supply infrastructure for Fuel Cell Electric Vehicles (FCEVs). Furthermore, the combined company will benefit from the technical and commercial know-how of both organisations within production and fueling, as hydrogen is taking centre-stage as a “clean battery” in the development of renewable energy.
Leading car manufacturers are introducing FCEVs, which will drive demand for hydrogen refuelling stations. FCEVs run on hydrogen, which is converted to electric power in a fuel cell and provide the convenience of conventional cars, along with zero tail-pipe emissions, fast refuelling and long range.
Martin Nes, Chairman of NEL ASA, comments: “NEL is the first dedicated hydrogen company on the Oslo Stock Exchange. Through the combination with H2 Logic, we significantly expand our position in the value chain, taking the driver’s seat in the hydrogen fuel movement: Hydrogen fuel cell electric vehicles have a significant potential to reduce emissions from the transportation sector. They do not emit any greenhouse gases, and there are substantially lower emissions associated with producing hydrogen fuel from renewable energy sources.”
Acquisition
NEL is acquiring 100% of the shares of H2 Logic for a total consideration of NOK 300 million on an enterprise value basis. The Acquisition will be financed through NOK 100 million in cash and the remainder in new shares of NEL at NOK 1.35 per share.
In order to part finance the cash component of the Acquisition, the Company has secured underwriting commitments from certain existing shareholders for a fully underwritten directed new share issue of approximately NOK 70 million (the “Private Placement”). The Private Placement is expected to be marketed and completed during week 23. The completion of the Private Placement is subject to the approval by the Board of Directors.
Further, in order to address the interest of the Company's shareholders who may not for practical reasons be invited to participate in the Private Placement, the Board of Directors has resolved to propose to the shareholders of the Company that a subsequent offering with gross proceeds of up to NOK 30 million (the "Subsequent Offering”) is conducted. The Subsequent Offering will be subject to approval by the Company's shareholder meeting and be directed to the Company’s shareholders as of the date of commencement of the subscription period in the Private Placement who are not being allocated shares in the Private Placement. It is contemplated that the Subsequent Offering will be resolved by an extraordinary general meeting of the Company in the second half of June 2015.
The subscription price per new share in the Private Placement and the Subsequent Offering will equal the issue price of the consideration shares to be issued to the H2 Logic shareholders, i.e. NOK 1.35 per new share.
The Acquisition is subject to certain conditions, including the issue of Consideration Shares and the approval of a prospectus in connection with the listing of the consideration shares by the Financial Supervisory Authority of Norway (No. Finanstilsynet). The parties expect the transaction to be closed within the end of the second quarter 2015.
H2 Logic
Based in Herning, Denmark, H2 Logic is the world’s largest independent hydrogen refuelling station company with 20 units delivered in seven different countries, including the entire network in Denmark (the world’s first country-wide network in daily operation). The company is active across the entire value chain of hydrogen refuelling station development and works with major downstream players in markets where leading car manufacturers plan to launch FCEVs. Through a diversified income model, H2 Logic has been able to achieve growth and profitability since its inception in 2003. H2 Logic has 40 employees. For further information regarding H2 Logic, please refer to the company's website: www.h2logic.com.
H2 Logic's board of directors consists of Svend Sigaard (Chairman), Flemming Hansen, Mogens Filtenborg, Jacob Krogsgaard and Mikael Sloth. The CEO of H2 Logic is Jacob Krogsgaard, COO Jørn Rosenlund and Business Development Manager Mikael Sloth.
H2 Logic will become a subsidiary under the NEL Group with the existing management and employees continuing operations. The original H2 Logic founders will through their ownership and employment in NEL, continue to contribute to the long-term continuity and growth of the business.
The following are key figures for the acquired company:
| Income statement (DKKm) | 2014 | 2013 |
| Revenue | 34.5 | 47.8 |
| Other operating income | 11.5 | 6.8 |
| Total operating income | 46.0 | 54.6 |
| Operating profit (loss) | -8.7 | 13.6 |
| Margin | -18.9% | 24.9% |
| Pre-tax profit | 4.2 | 0.3 |
| Balance sheet (DKKm) | 2014 | 2013 |
| Equity | 12.1 | 6.3 |
| Assets | 53.4 | 45.7 |
| Net cash | 4.4 | 1.2 |
Carnegie AS acts as financial advisor in connection with the Acquisition, the Private Placement and the Subsequent Offering.
For further information, please contact:
Lars Christian Stugaard
Acting CEO
+47 23 01 49 06
Press enquires:
Geir Bjørlo
Corporate Communications
+47 915 40000
About NEL
NEL ASA is a leading global supplier of hydrogen technology for industrial / energy purposes, and has made over 500 deliveries in more than 50 countries. The company's main products are hydrogen production plants based on water electrolysis, complete hydrogen stations for transport and renewable energy storage solutions. The company has its roots from the hydrogen activities of Norsk Hydro, which dates back to 1927. The company also has a number of patents related to tests for early detection and diagnosis of diseases.
About H2 Logic
H2 Logic A/S is a leading manufacturer of H2Station® hydrogen refueling stations that provides fuel cell electric vehicles with the same fast fueling and long range as conventional vehicles today. Since incorporation in 2003 H2 Logic has invested significantly in R&D that has brought H2Station to a level where products are offered for the early market for roll-out of larger networks of hydrogen refueling stations.
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This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
