Jackon shareholders are offered consideration in the form of cash or new BEWI shares subject to a 12-month lock-up. HAAS has chosen to receive the consideration in the form of new BEWI shares. The minimum condition for acceptance of BEWI’s offer is thus met.
“BEWI has outlined significant growth ambitions, both organically and through acquisitions. Jackon and BEWI are the two largest integrated suppliers of EPS in Europe, and by combining the two we achieve market positions number one in almost all our market segments, which strengthens our growth prospects and framework for pursuing further attractive M&A opportunities,” said BEWI CEO Christian Bekken.
“We see a significant potential for synergies by combining our companies. We have launched our ambition to increase the return on capital to 20 per cent, and this transaction supports that goal,” Bekken added.
“We have spent the weekend evaluating and discussing the offer, having many conversations, both in the family, but also with representatives from BEWI. When we now choose to sell our shares to BEWI against settlement in shares, it means that we as owners want to be actively involved in bringing Jackon to the next level together with BEWI. We believe that our two companies are a very good industrial match, as we complement each other well and have a lot to learn from each other. Our choice is based solely on what we believe is the right choice for the company and its employees,” said Andreas M. Akselsen on behalf of the family.
BEWI’s bid was either in cash or shares. In the case of cash settlement, the settlement was on a 100 per cent basis NOK 3.1 billion (€310 million), in the case of settlement in shares it was NOK 3.6 billion (€360 million). BEWI shares have rocketed since the company was listed on the stock exchange this winter.
“We are very excited about Akselsen’s decision to join our team in BEWI. Our families have known each other for years, and we are impressed with how they have developed Jackon into the company it is today. We now have the opportunity to further strengthen our companies, a responsibility we are humble to take on,” said Christian Bekken, CEO of BEWI.
Jackon shareholders are offered compensation in the form of new BEWI shares or cash. The upper level of the valuation interval assumes that all Jackon shareholders accept consideration in the form of shares in BEWI, while the lower end assumes that the purchase price will be settled in cash. The consideration shares will be issued at a price of NOK 45.9925, which corresponds to the volume-weighted average share price on the Oslo Stock Exchange over the last 14 trading days and will be subject to a 12-month lock-up.
Jackon Holding is 50 per cent owned by the holding company HAAS, which is owned by Øystein Akselsen and his family.
The offer is subject to shareholders representing at least 50 per cent of the shares in Jackon accepting the offer and entering into a share purchase agreement with BEWI, that the pre-emptive right according to Jackon’s articles of association is not exercised and that Jackon’s board of directors approves the acquisition. Furthermore, completion of the transaction will be subject to satisfactory due diligence, resolutions from the BEWI general meeting on the issuance of consideration shares and normal closing conditions, including regulatory approvals.
The majority shareholder in BEWI, Frøya Invest, has confirmed that they will vote in favor of issuing the consideration shares. Provided that these conditions are met, the transaction is expected to be completed by the end of the fourth quarter of 2021.
BEWI will finance the transaction with cash and by issuing consideration shares.
Carnegie acts as financial advisor and Advokatfirmaet Thommessen and Cirio Advokatbyrå act as legal advisers to BEWI.