Octopus Bidco AS announces that the change of control consent condition has been met for the recommended voluntary cash offer for all shares of Ocean Yield ASA



Oslo, October 29, 2021 – Reference is made to previous announcements and the dated offer document October 5, 2021 (the “Offer Document”) for the voluntary offer recommended (the “Offer”) by Octopus Bidco AS (the “Offeror”), a company indirectly 100% owned by funds advised by Kohlberg Kravis Roberts & Co. LP and its affiliates (“KKR”) for all outstanding shares of Ocean Yield ASA (the “Company”, and with its subsidiaries, the “Group” against a cash consideration of 41.00 NOK per share, as adjusted in accordance with the terms of the Offer.

The Offeror announces that the consents of the creditors under the Group’s financing agreements necessary for the closing of the Offer have been obtained. The condition for a change of control granted to the Offer is thus fulfilled.

Completion of the Offer remains subject to the completion or renunciation by the Offeror of the closing conditions of the Offer as defined in the Offer Document, other than the condition of consent to the change of control, the condition regulatory approval and the minimum acceptance condition (as announced as satisfied on the 12th and October 6, 2021, respectively), as set out in more detail in section 4.5 (Closing conditions) of the Offer Document. To the knowledge of the Offeror, none of the conditions referring to events which must not occur has occurred. The full terms and conditions of the Offer, including the procedures for accepting the Offer and detailed settlement information, are set out in the Offer Document.

Shareholders who wish to accept the Offer must complete and return the acceptance form which is included in the Offer Document by 4:30 p.m. hours to November 5, 2021.

The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.arctic.com and www.oceanyield.no


Arctic Securities AS acts as financial advisor to the offeror and as receiving agent for the offer. Wikborg Rein Advokatfirma AS and Simpson Thacher & Bartlett LLP act as legal advisers to the Offeror in connection with the Offer.

DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Offer. Advokatfirmaet BAHR AS acts as legal advisor to Aker ASA and Aker Capital AS within the framework of the Offer.


Ocean Yield ASA: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield ASA), Phone +47 24 13 01 82, E-mail: [email protected].

The offeror and KKR: Bjørn Richard johansen (press contact) at First House, Tel +47 47 80 01 00, e-mail: [email protected]

About KKR

KKR is a leading global investment firm with approximately $ 429 billion in assets under management at June 2021 and has a 45-year history of leadership, innovation and investment excellence. Over the past 15 years, KKR has grown by expanding its geographic presence and developing activities in new sectors, such as credit, special situations, equity strategies, hedge fund solutions, capital markets , infrastructure, energy and real estate. KKR’s new efforts are built on its core principles and industry expertise, enabling it to leverage the intellectual capital and synergies between its businesses, as well as capitalize on a wider range of opportunities.

KKR has significant experience and deep roots in infrastructure investment. KKR Infrastructure currently manages more than $ 38 billion and has made 52 investments around the world over the past 13 years.

KKR believes that thoughtful management of environmental, social and governance (ESG) issues is an essential part of long-term success in a rapidly changing world. KKR was one of the first major investors in alternative assets to sign the The United Nations-supported Principles for responsible investment (PRI) in 2009, and the responsible investment policy of KKR (2020) articulates its approach to integrate the consideration of ESG risks and value creation opportunities in investment processes on a global scale.

References to KKR’s investments in this announcement may include the activities of its sponsored funds and insurance subsidiaries.

On Ocean yield

Ocean Yield ASA is a shipowner company that invests in long-term charter vessels. The company has a large backlog which provides visibility into future earnings and dividend capacity. The Company’s shares are listed on the Oslo Stock Exchange (OCY ticker).


Notice to we Holders

we Unitholders (as defined below) are informed that the Shares are not listed on a we and that the Company is not subject to the periodic reporting requirements of the we Securities Exchange Act of 1934, as amended (the “we Exchange Act “), and is not required to file and does not file any report with the United States Securities Commission (the “SEC”) below. The Offer is made to holders of Shares residing in United States (“we Holders “) under the same conditions as those made to all other holders of Shares in the Company to whom an offer is made. Any information document, including the Offer Document, is distributed to we Holders on a basis comparable to the method by which these documents are provided to other shareholders of the Company to whom an offer is made. The offer is made by the offeror and no one else.

The Offer is made to we Holders under Article 14 (e) and Regulation 14E under we Exchange Act as a “Tier II” takeover bid, and otherwise in accordance with the requirements of Norwegian law. Therefore, the Offer is subject to disclosure and other procedural requirements, including with respect to the timing of the offer, the settlement procedures and the timing of payments, which are different from those which would be applicable under we national procedures and laws relating to takeover bids.

In accordance with an exemption from Rule 14e-5 under the we Exchange Act, the Offeror and its affiliates or brokers (acting as agents of the Offeror or its affiliates, as the case may be) may from time to time, and other than pursuant to the Offer, directly or indirectly, buy or make arrangements to buy, shares or any securities convertible, exchangeable or exercisable against such Shares outside United States during the period during which the Offer remains open for acceptance, as long as such acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent that information on such purchases or purchasing arrangements is made public in Norway, this information will be disclosed by means of a press release in English via an electronic information distribution system in United States or other reasonably calculated means to inform we Holders of this information. In addition, the Offeror’s financial advisers may also engage in normal course trading activities in the securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SECOND nor any securities supervisory authority of a state or other jurisdiction in United States has approved or disapproved of the Offer or reviewed it for its fairness, nor the content of the Offer Document or any other documentation relating to the Offer has been reviewed for accuracy, completeness or equity by SECOND or any securities supervisory authority in United States. Any statement to the contrary constitutes a criminal offense. United States.



(c) Decision 2021. All rights reserved., source Press Releases – English

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