Arendals Fossekompani divests 75.16% stake in Glamox
Arendals Fossekompani divests 75.16% stake in Glamox
On 29 September 2017 Arendals Fossekompani ASA ("AFK") and
funds advised by Triton ("the Buyer"), have signed a share
purchase agreement for the purchase and sale of all of AFK's
shares in Glamox AS (the "Share Purchase Agreement")
Pursuant to the Share Purchase Agreement, the Buyer shall
buy 49,598,116 shares (the "Shares") in Glamox AS,
constituti¬ng approximately 75.16% of the total number of
The purchase price for the Shares shall be NOK 2,762,736,000
plus interest until the closing date. The purchase price
shall be settled in cash on the date of closing of the Share
Purchase Agreement. The purchase price is 100% underwritten
by Triton pursuant to an equity commitment letter, whereby
Triton will make the necessary cash equity available to the
Closing of the Share Purchase Agreement will take place
subject to the fulfilment of customary closing conditions,
including necessary anti-trust clearances. Estimated time of
closing is November/December 2017.
"We have been a long-term owner in Glamox. The company is a
large part of our portfolio and has enjoyed strong growth
over many years. We are confident that the positive
development will continue with a new majority owner. For
Arendals Fossekompani, this transaction will allow us to re-
balance our portfolio and invest in the many growth
opportunities we see within our other businesses," says
Jarle Roth, chief executive officer of Arendals Fossekompani.
Glamox AS is the largest entity in AFK's portfolio in terms
of employees (40%) as per 31.12.2016, revenue (38%) and
operating profit (51%) for the first half of 2017. The
Transaction implies a profit in the area of NOK 2.1 billion
for AFK on a consolidated basis.
The members of Glamox AS' management and certain other key
employees of Glamox AS, ten in total, are entitled to an
extraordinary compensation for additional work in connection
with the Transaction. The compensation ranges from two to
twelve months' salary for the applicable employees, and is
based on the extraordinary workload during the process and
not linked to price or type of transaction.
Key facts about Glamox AS
Glamox AS is a Norwegian industrial group that develops,
manufactures and distributes professional lighting solutions
for the global market. Glamox AS was founded in 1947, and is
a significant supplier to the professional building market
in Northern Europe and a leading supplier to the world's
marine and energy markets. Its business operations are
divided between three divisions; Professional Building
Solutions mainly targeting the European lighting market for
non-residential buildings, Global Marine & Offshore
supplying light fittings to the global marine and offshore
market and Sourcing, Production & Logistics handling orders,
procurement, manufacturing, warehousing and distribution.
As of 31 December 2016, Glamox AS had 1,277 employees of
which 50% of the employees were based in the Nordics, 39% in
the rest of Europe and 11% in the rest of the world.
The Board of Directors of Glamox AS currently consists of
Jarle Roth (Chairman), Torfinn Kildal, Kristine Landmark,
Arild Nysæther, Grete Aspelund, Espen Ytterstad, Mette
Smisetfoss Ødegård and Henny Eidem. The management team
comprises of Rune Marthinussen (CEO), Thomas Lindberg (CFO),
Håkon Helmersen (Business Development Director), Meelis
Peterson (SVP Sourcing, Production & Logistics), Jan Berner
(SVP Global Marine & Offshore) and Knut Rusten (SVP
Professional Building Solutions).
For the year ended 31 December 2016, Glamox AS reported a
total revenue of NOK 2,509 million and an operating profit
of NOK 263 million, corresponding to an operating profit
margin of 10.5%, and net profit of NOK 191 million.
For the first six month of 2017, Glamox AS had a total
revenue of NOK 1,322 million, an operating profit of NOK 148
million, corresponding to an operating profit margin of
11.2%, and net profit of NOK 110 million. Further financial
figures are included in the attachment to this announcement.
AFK has been advised by SEB Corporate Finance, Skandinaviska
Enskilda Banken AB (publ.), Oslo Branch, ABG Sundal Collier
ASA, Ernst & Young AS and Advokatfirmaet Wiersholm AS.
For further information, please contact:
Jarle K. Roth, CEO Arendals Fossekompani ASA, +47 91 79 29 85
Rune Marthinussen, CEO Glamox AS, +47 91 55 97 18
About Arendals Fossekompani ASA
Based on its roots in local hydro power, Arendals
Fossekompani is a Norwegian industrial investment company.
The company develops companies with international potential,
and do so by exercising long-term, active and responsible
ownership. The group has about 3200 employees and revenues
of NOK 6.5 billion in 2016 and is listed on the Oslo Stock
Exchange (ticker AFK). https://www.arendalsfoss.no/en/
The Triton funds invest in and support the positive
development of medium-sized businesses headquartered in
Europe, focusing on businesses in the Industrial, Business
Services and Consumer/Health sectors.
Triton seeks to contribute to the building of better
businesses for the longer term. Triton and its executives
wish to be agents of positive change towards sustainable
operational improvements and growth. The 30 companies
currently in Triton's portfolio have combined sales of
around EUR 14.2 billion and around 88,000 employees.
The Triton funds are advised by dedicated teams of
professionals based in Germany, Sweden, Norway, Finland,
Denmark, Italy, the United Kingdom, the United States,
China, Luxembourg and Jersey.
This stock exchange release contains certain forward-looking
statements. By their nature, forward-looking statements
involve risk and uncertainty, as they reflect current
expectations and assumptions as to future events and
circumstances that may not prove accurate. A number of
factors could cause actual results and developments to
differ materially from those expressed or implied by such
This stock exchange release is not for distribution,
directly or indirectly, in or into the United States,
Canada, Australia, Japan or any other jurisdiction in which
such distribution would be unlawful or would require
registration or other measures.
This stock exchange release does not constitute an offer for
sale of securities in any jurisdiction. The securities
mentioned herein have not been, and will not be, registered
under the United States Securities Act of 1933 (the "U.S.
Securities Act"), and may not be offered or sold in the
United States except pursuant to an exemption from the
registration requirements of the U.S. Securities Act. There
will be no public offer of securities in the United States.
This information is subject of the disclosure requirements
according to section 5-12 of the Norwegian Securities