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MeldingsID: 435740
Dato/tid 29.09.2017 18:03
Utsteder Arendals Fossekompani ASA
UtstederID AFK
Instrument AFK
Marked OB
Kategori ANNEN INFORMASJONSPLIKTIG REGULATORISK INFORMASJON
Informasjonspliktig   Informasjonspliktige opplysninger   Lagringspliktig melding
Vedlegg
Tittel Arendals Fossekompani divests 75.16% stake in Glamox
Tekst
Arendals Fossekompani divests 75.16% stake in Glamox

The Transaction
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")
(the "Transaction").
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 
shares.
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 
Buyer.
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. 
Advisors
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. 

ENDS

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/ 
About Triton
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.
Cautionary note
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 
forward-looking statements.
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 
Trading Act.

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