NEL acquires H2 Logic - a leading hydrogen refuelling station company
Oslo, 31 May 2015
NEL ASA ("NEL" or the "Company") has entered into a binding agreement with the
shareholders of H2 Logic A/S ("H2 Logic") to acquire the shares of H2 Logic for
a total consideration of NOK 300 million on an enterprise value basis (the
"Acquisition"). The Acquisition will be financed through NOK 100 million in cash
and the remainder in new shares of NEL at NOK 1.35 per share (the "Consideration
NEL has leading hydrogen production systems capabilities based on water
electrolyser technology. Through the acquisition of H2 Logic, NEL positions
itself as a world-leading supplier of Hydrogen Refuelling Stations (HRS) and
takes a key role in the development of the supply infrastructure for Fuel Cell
Electric Vehicles (FCEVs). Furthermore, the combined company will benefit from
the technical and commercial know-how of both organisations within production
and fueling, as hydrogen is taking centre-stage as a "clean battery" in the
development of renewable energy.
Leading car manufacturers are introducing FCEVs, which will drive demand for
hydrogen refuelling stations. FCEVs run on hydrogen, which is converted to
electric power in a fuel cell and provide the convenience of conventional cars,
along with zero tail-pipe emissions, fast refuelling and long range.
Martin Nes, Chairman of NEL ASA, comments: "NEL is the first dedicated hydrogen
company on the Oslo Stock Exchange. Through the combination with H2 Logic, we
significantly expand our position in the value chain, taking the driver's seat
in the hydrogen fuel movement: Hydrogen fuel cell electric vehicles have a
significant potential to reduce emissions from the transportation sector. They
do not emit any greenhouse gases, and there are substantially lower emissions
associated with producing hydrogen fuel from renewable energy sources."
NEL is acquiring 100% of the shares of H2 Logic for a total consideration of NOK
300 million on an enterprise value basis. The Acquisition will be financed
through NOK 100 million in cash and the remainder in new shares of NEL at NOK
1.35 per share.
In order to part finance the cash component of the Acquisition, the Company has
secured underwriting commitments from certain existing shareholders for a fully
underwritten directed new share issue of approximately NOK 70 million (the
"Private Placement"). The Private Placement is expected to be marketed and
completed during week 23. The completion of the Private Placement is subject to
the approval by the Board of Directors.
Further, in order to address the interest of the Company's shareholders who may
not for practical reasons be invited to participate in the Private Placement,
the Board of Directors has resolved to propose to the shareholders of the
Company that a subsequent offering with gross proceeds of up to NOK 30 million
(the "Subsequent Offering") is conducted. The Subsequent Offering will be
subject to approval by the Company's shareholder meeting and be directed to the
Company's shareholders as of the date of commencement of the subscription period
in the Private Placement who are not being allocated shares in the Private
Placement. It is contemplated that the Subsequent Offering will be resolved by
an extraordinary general meeting of the Company in the second half of June 2015.
The subscription price per new share in the Private Placement and the Subsequent
Offering will equal the issue price of the consideration shares to be issued to
the H2 Logic shareholders, i.e. NOK 1.35 per new share.
The Acquisition is subject to certain conditions, including the issue of
Consideration Shares and the approval of a prospectus in connection with the
listing of the consideration shares by the Financial Supervisory Authority of
Norway (No. Finanstilsynet). The parties expect the transaction to be closed
within the end of the second quarter 2015.
Based in Herning, Denmark, H2 Logic is the world's largest independent hydrogen
refuelling station company with 20 units delivered in seven different countries,
including the entire network in Denmark (the world's first country-wide network
in daily operation). The company is active across the entire value chain of
hydrogen refuelling station development and works with major downstream players
in markets where leading car manufacturers plan to launch FCEVs. Through a
diversified income model, H2 Logic has been able to achieve growth and
profitability since its inception in 2003. H2 Logic has 40 employees. For
further information regarding H2 Logic, please refer to the company's website:
H2 Logic's board of directors consists of Svend Sigaard (Chairman), Flemming
Hansen, Mogens Filtenborg, Jacob Krogsgaard and Mikael Sloth. The CEO of H2
Logic is Jacob Krogsgaard, COO Jørn Rosenlund and Business Development Manager
H2 Logic will become a subsidiary under the NEL Group with the existing
management and employees continuing operations. The original H2 Logic founders
will through their ownership and employment in NEL, continue to contribute to
the long-term continuity and growth of the business.
The following are key figures for the acquired company:
Income statement (DKKm) 2014 2013
Revenue 34.5 47.8
Other operating income 11.5 6.8
Total operating income 46.0 54.6
Operating profit (loss) -8.7 13.6
Margin -18.9% 24.9%
Pre-tax profit 4.2 0.3
Balance sheet (DKKm) 2014 2013
Equity 12.1 6.3
Assets 53.4 45.7
Net cash 4.4 1.2
Carnegie AS acts as financial advisor in connection with the Acquisition, the
Private Placement and the Subsequent Offering.
For further information, please contact:
Lars Christian Stugaard
+47 23 01 49 06
+47 915 40000
NEL ASA is a leading global supplier of hydrogen technology for industrial /
energy purposes, and has made over 500 deliveries in more than 50 countries. The
company's main products are hydrogen production plants based on water
electrolysis, complete hydrogen stations for transport and renewable energy
storage solutions. The company has its roots from the hydrogen activities of
Norsk Hydro, which dates back to 1927. The company also has a number of patents
related to tests for early detection and diagnosis of diseases.
About H2 Logic
H2 Logic A/S is a leading manufacturer of H2Station® hydrogen refueling stations
that provides fuel cell electric vehicles with the same fast fueling and long
range as conventional vehicles today. Since incorporation in 2003 H2 Logic has
invested significantly in R&D that has brought H2Station to a level where
products are offered for the early market for roll-out of larger networks of
hydrogen refueling stations.
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DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.