15 November 2018
Positive board resolutions on the merger plan
Bergen Group ASA and Endùr Holding AS have unanimously approved and decided upon a final merging plan.
Reference is made to previously distributed stock exchange announcements on 28 August, 30 August and 10 October 2018 in conjunction to the merger plan between Bergen Group ASA and Endùr Holding AS, who owns 100% of the oil service company Endùr Fabricom AS.
The respective boards of the companies involved in the merger have now unanimously approved and decided upon a final merging plan in line with the premises previously announced to the market. As a part of this, the companies have received an independent expert fairness statement of the transaction, which evaluate the transaction terms to be of a fair market value. Further details about the merger will be disclosed to the market in the Information Document that Bergen Group ASA will publish coming week in accordance with Continuing obligations of stock exchange listed companies.
The merger plan is now to be registered and announced in the Brønnøysund Register Centre. Furthermore, the merger plan is to be resolved upon at extraordinary general meetings (EGM) of the respective companies. Bergen Group ASA expect it’s EGM to be held in week 51 of this year. The proposed merger has support from the main shareholders in Bergen Group ASA, representing more than 62% of the shares in the company, as well as 100 % of the owners of Endúr Fabricom AS.
The merger is expected completed mid-Q1 2019. The merged company will constitute a strong industrial group based in western Norway, with close to 400 employees and an order book exceeding NOK 1 billion.
Chairman Hans Petter Eikeland of Bergen Group ASA and chairman of Ove Røssland of Endùr Fabricom AS are both pleased that the board of directors in the involved companies now have made unanimous resolutions supporting the merger plan.
"The board resolutions accomplished today represents an important formal step going forward in the process of establishing a strong industrial group with a solid presence in the oil and gas market, maritime service and aquaculture industry," said Eikeland and Røssland.
Bergen Group ASA is an industrial group based in the western part of Norway and a well-established supplier of products and services to the areas of Energy & Industry, Maritime, Defense, Access Technology & Services and Aquaculture. The Group's companies are based on extensive expertise and long experience in their business areas. The operational activity is carried out by the subsidiaries Bergen Group Services AS, Bergen Group AAK AS and Bergen Group Sjøsterk AS, with a total of close to 200 employees. For further information: www.bergengroup.no
Endúr Fabricom is a well-established oil service company headquartered in Stavanger. The company has extensive experience as supplier of maintenance, modification, installation, fabrication and rebuilding of complex oil and gas installations both onshore and offshore. After the change of ownership in February this year, the order books have increased significantly, and the company is in the process of establishing an operating foothold in several important hubs for the oil and gas industry. Endúr Fabricom engages today approx. 200 employees, including hired personnel. For further information: www.endur-fabricom.no
Hans Petter Eikeland, chairman of the board in Bergen Group ASA, phone +47 932 08 177
Ove Røssland, chairman of the board in Endúr Fabricom AS, phone +47 900 52 272