Aker Carbon Capture (ACC) and Aker have announced an agreement whereby Aker will buy the 20 percent ownership interest in SLB Capturi. The agreement forms part of an overall solution for ACC that will optimize value for shareholders by ensuring a significant liquidity event.
The transaction follows a strategic review process in Aker Carbon Capture, concluding that this transaction represents the most attractive alternative for Aker Carbon Capture and its shareholders.
The agreement implies a transaction value for Aker Carbon Capture of NOK 3.03 per share, or NOK 1.83 billion, which represents a premium of 15% to yesterday's closing price and 19% to the volume weighted average price during the last 30 days. Key elements include:
- Aker, through a subsidiary of Aker Capital AS (ACC HoldCo), will acquire the 20% ownership interest in SLB Capturi AS held by ACC’s subsidiary Aker Carbon Capture AS for a cash consideration of NOK 635 million.
- Aker Capital AS will offer a guarantee to cover ACC’s parent company guarantees and liabilities towards SLB as the seller in relation to the SLB Capturi partnership. This guarantee will increase the distributable reserves in ACC.
Following completion of the sale of the ownership interest in SLB Capturi AS, the ACC Board of Directors will propose that shareholders approve a dividend payment of approximately NOK 1.7 billion, equalling NOK 2.86 per share in Aker Carbon Capture. This corresponds to approximately NOK 1.1 billion in existing cash in ACC, and NOK 635 million in proceeds from the sale to Aker. An extraordinary general meeting to consider these matters is expected to be called for 15 May 2025. Subject to shareholder approval and other customary conditions, the SLB Capturi transaction is expected to close and dividend payment completed by end of the third quarter 2025.
After the sale of the ownership interest in SLB Capturi AS and the dividend payment, the Board of Directors will propose to ACC’s shareholders that the company be liquidated, with any remaining cash distributed to shareholders as liquidation dividends. An extraordinary general meeting to consider these matters is expected to be called for within 2025.
Karl Erik Kjelstad, Chairman of Aker Carbon Capture comments:
'This transaction grants shareholders early access to capital—two years ahead of the original timeline—through a carefully structured combination of cash distributions and dividends, delivering meaningful value amid a period of pronounced market volatility. Following a thorough strategic review, we are confident that this represents the best path to timely value realization for our shareholders. Furthermore, we are pleased that the transaction will reinforce strong industrial ownership in SLB Capturi, a joint venture dedicated to accelerating industrial decarbonization.'
Øyvind Eriksen, President and CEO of Aker ASA, comments:
'The creation of SLB Capturi has already delivered substantial value for Aker Carbon Capture shareholders. This transaction with Aker unlocks additional value amid ongoing market uncertainty. It also provides a clear and constructive path forward for our continued strategic collaboration with SLB in the development of SLB Capturi.'
Considerations
The Board of Directors of ACC has reviewed the structure and financial aspects of the transaction supported by financial and legal advisors. ACC finds the transaction to be in the best commercial interest of the company and its shareholders. Consequently, the Board has deemed it advisable to complete the transactions as described above.
Please refer to ACC's website for an announcement as required pursuant to Section 3-19 of the Norwegian Public Limited Liability Companies Act, which regulation applies whenever a subsidiary of a public company such as ACC enters into a qualifying material agreement with a related party.
Advisors
SEB has acted as financial adviser and Wikborg Rein Advokatfirma AS has acted as legal counsel to Aker Carbon Capture in connection with the transaction.
Source: Aker Carbon Capture
