General meetings in Det norske oljeselskap ASA and Aker Exploration ASA voted on October 19 for a merger between the two companies.
The merger is planned to be completed by registration in the Register of Business Enterprises after the stock exchange trading hours on December 22, 2009. The companies have, as to date, received no objections against the merger within the deadline for creditors to put forward such objections. Remaining conditions for the merger are fulfilled.
The first day of trading of the shares for the combined company will be on December 23, 2009.
Aker Exploration ASA is the acquiring company in the merger, pursuant to company law. Det norske oljeselskap ASA's assets, rights and obligations will be transferred to Aker Exploration ASA against consideration to the shareholders in Det norske oljeselskap ASA in the form of shares in Aker Exploration ASA.
Upon the registration of the merger, Aker Exploration ASA will amend its name to Det norske oljeselskap ASA and take the tickercode "DETNOR". The merged Company's shares (tickercode DETNOR - ISIN number NO 001 0345853 - organization number 989 795 848) will be listed on Oslo Børs with first day of trading on December 23, 2009. The listing of the shares in Aker Exploration ASA on Oslo Axess will cease, with last day of trading on December 22, 2009.
No trades of shares in Det norske oljeselskap ASA (the assigning company) after end of trading on Oslo Børs on December 22, 2009 will be registered in the Norwegian Central Securities Depository (VPS). Recipients of the merger consideration in connection with the merger will be shareholders in Det norske oljeselskap ASA (the assigning company) at end of trading on Oslo Børs on December 22, 2009, as reflected in the shareholder register following ordinary settlement of trades made on December 22, 2009 (T+3). Issue of shares in Aker Exploration ASA as merger consideration is expected to be registered in VPS on December 29, 2009.
For the shareholders of Det norske oljeselskap ASA (the assigning company)the merger will imply an altered number of shares on the shareholders' VPS accounts in accordance with the exchange ratio of the merger. In addition, the ISIN number of the shares will be changed to the ISIN number of the acquiring company for these shareholders.
Each share in Det norske oljeselskap ASA gives the right to 1.403328 shares in Aker Exploration ASA. Fractions of shares will not be distributed to the shareholders. Such fractions will instead be aggregated and sold (rounded down to the nearest whole share), and the net proceeds will be distributed to the relevant shareholders' accounts for share dividends as registered in VPS. Pursuant to the merger plan, the sale will be carried out as soon as possible after the completion of the merger.
The registered issued share capital in the combined company upon completion of the merger will be NOK 111,111,111 divided into 111,111,111 shares fully paid up, each with a par value of NOK 1.
The Articles of Association will be amended in accordance with the abovementioned.
Information on outstanding registered share capital and the number of shares of the merged company will as stipulated by Oslo Børs' Continuing Obligations be provided in a stock exchange notice prior to the opening of Oslo Børs on the first day of trading of its shares (December 23, 2009). An updated transcript of the Certificate of Registration will be attached to such stock exchange notice.
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