The AF Group (AFG) has entered into a final agreement
with the owners of the Strøm Gundersen group to take
over the majority shareholding in the company.
We refer to the stock exchange release dated 8 July 2011, in which the AF Group advised that it had entered into an agreement in principle regarding Strøm Gundersen Holding AS.
The agreement means that the AF group will become the owner of 100 per cent of the shares in SG Gruppen Kongsvinger AS and indirectly of 84.5 per cent of the shares in Strøm Gundersen Holding AS. The transaction will be put before an extraordinary general meeting of the AF Group for approval and is expected to be finalised on about 31 October 2011.
The Strøm Gundersen group is a leading and significant building and construction contractor. The business is located in eastern Norway, with the headquarters in Drammen. The group has about 300 employees in total, distributed among several subsidiary companies. The biggest operating companies in the Strøm Gundersen group are Strøm Gundersen AS, Haga & Berg Entreprenør AS, Thorendahl AS, Consolvo & Protector. In 2010, the Strøm Gundersen group had a total turnover of NOK 941 million and has indicated that in 2011 it expects a turnover of about NOK 1.2 billion. The transaction prices the companies of the Strøm Gundersen group at a combined value of NOK 997 million on a 100 % basis before correction for minority interests. The final value will be adjusted for net interest-bearing liabilities and deviation from the normalised working capital on the date of transaction. Settlement will consist of an issue of 4,019,800 shares in the AF Group at a share price of NOK 48.50. The remaining purchase price will be settled in cash from within the AF Group's existing holdings.
"The companies in the Strøm Gundersen group are solid building and construction contractors that can point to good performance over the course of time. The Strøm Gundersen group complements AF geographically and brings specialist expertise in renovation in the building and construction market. The companies of the Strøm Gundersen group represent an exciting platform for future development", says Pål Egil Rønn, CEO of the AF Group. Vålerveien 229 AS (which is owned by Tore Thorstensen, Chairman of the AF Group) owns 2% of Strøm Gundersen Holding AS before the transaction, and will not have any holdings in the Strøm Gundersen group after the transaction. Remunerations to Vålerveien 229 AS will be 103,800 shares, with the remainder in cash. After this Tore Thorstensen and his closely related parties will together own 483,646 shares in the AF Group.
In addition to approval by an extraordinary general meeting of the AF Group, the transaction is also subject to approval by the Norwegian Competition Authority. Further information about the transaction will be published in the information document that has been prepared in accordance with the current obligations of the Oslo Stock Exchange and that will be made public at the extraordinary general meeting of the AF Group. For further information, contact: The CEO of AF Gruppen ASA, Pål Egil Rønn, tel. +47 90 95 77 13 The CFO of AF Gruppen ASA, Sverre Hærem, tel. +47 95 24 51 67
Further information regarding the transaction
Published: 11/18/2011
