JOINT PRESS RELEASE
Lysaker and Sandnes, Norway, 4 July 2024
Reference is made to the joint announcement issued on 30 May 2024 by Oceanteam ASA (“Oceanteam”, OSE: OTS) and Soiltech AS (“Soiltech”, NOTC: SOIL) (hereinafter jointly referred to as the “Companies”) regarding the signing of a merger plan for the combination of the
Companies. Further reference is made to subsequent announcements on 3 June 2024, concerning the notices for the respective extraordinary general meetings (individually “EGM”) for approval of the merger.
The EGM for Soiltech was held today at 10:00 CEST, followed by the EGM for Oceanteam at 11:00 CEST. All proposals on the respective agendas, including the merger plan dated 30 May 2024, were approved with the requisite majorities. The decision to approve the merger plan will be filed with the Norwegian Register of Business Enterprises.
Completion of the merger remains conditional upon (i) the six weeks creditor period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having expired without any objections from the creditors, or, if any objection has been made within the notification period, such creditor having received adequate security or the court having rejected the demand for security pursuant to section 13-16 of the Norwegian Public Limited Liability Companies Act, (ii) all regulatory approvals necessary or reasonably required for completion of the merger having been obtained without any conditions or conditions considered to be acceptable to Oceanteam and Soiltech (acting reasonably), (iii) the conversion of Soiltech into a Norwegian public limited liability company (ASA), including the appointment of a former member of the Oceanteam board of directors to the board of directors of the merged entity, (iv) the Oslo Stock Exchange having approved the merged entity for listing on Euronext Oslo Børs or Euronext Expand, and (v) no material breach of any covenant or other obligations in the merger plan or other agreements entered into between the Companies.
Minutes of Soiltech’s EGM are attached hereto and made available on www.soiltech.no.
For further information regarding the merger and the complete terms and conditions for the merger, please see the merger plan with appendices available on www.soiltech.no and www.oceanteam.nl.
For further information, please contact:
Soiltech AS
Jan Erik Tveteraas, CEO
Telephone: (+47) 95 21 49 25
Email: jan.erik.tveteraas@soiltech.no
Tove Vestlie, CFO
Telephone: (+47) 90 69 06 48
Email: tove.vestlie@soiltech.no
Oceanteam ASA
Michael Timson, CEO
Telephone: (+47) 55 10 82 40
Email: info@oceanteam.no
