AgaTech ASA ("AgaTech") has entered into an agreement to acquire Hiddn Security AS ("Hiddn"), a provider of hardware-based encryption solutions (the "Transaction").
The Transaction will be completed as a share transaction with an exchange ratio of 1.83068551 shares in AgaTech per 1 share in Hiddn, based on a value of the AgaTech of NOK 8.5 million and a value of Hiddn of NOK 104.9 million, where AgaTech as the acquiring entity will issue new shares to the shareholders of Hiddn. Following completion of the Transaction, the current shareholders of AgaTech and Hiddn, subject to all shareholders in Hiddn accepting to sell their shares in the Transaction, will hold 7.5% and 92.5% of the total number of outstanding shares in AGA, respectively.
Completion of the Transaction is subject to inter alia mutual satisfactory financial and legal due diligence investigations, shareholders in Hiddn representing at least 2/3 participating in the Transaction, approval from the general meeting in AGA and that AGA at the time of issue of the consideration shares to the Hiddn shareholders is listed on Oslo Børs.
AgaTech’s CEO Tore Viana-Rønningen comments on the proposed transaction: "Having resolved the proposal to reverse a de-listing, this opportunity represents a potential for AgaTech’s shareholders to obtain a stake in a company with attractive prospects. With limited financial resources and no other operating business the alternative would be to continue the process of de-listing the company with no further distributions to shareholders expected, hence the proposed transaction represents an opportunity to extract some value from AgaTech's current listing, albeit limited."
Aabø-Evensen & Co Advokatfirma AS acted as legal advisor in connection with the transaction.
Click here to be redirected to the full stock exchange notice published 25 November 2016.