Aker ASA: Merger and optional cash offer for Aker BioMarine ASA

Aker ASA: Merger and optional cash offer for Aker BioMarine ASA

July 16, 2026 -- Reference is made to the stock exchange notice by Aker

BioMarine ASA ("Aker BioMarine") today regarding the proposed merger between

Aker BioMarine and Aker Capital NewCo AS ("MergerCo"), an indirect subsidiary

of Aker ASA ("Aker"). Simultaneously, Aker's subsidiary Aker Capital AS ("Aker

Capital") announces its launch of an optional cash offer to acquire all

outstanding shares in Aker BioMarine for NOK 105 per share. Aker, through Aker

Capital, currently owns 77.67% of Aker BioMarine.

On 12 February 2026, Aker BioMarine announced that they, due to external

interest in the Human Health Ingredient business unit, had appointed financial

advisers to explore strategic alternatives for its Human Health Ingredients

business and work towards a transaction in 2026. This has not resulted in any

transaction proposals that adequately reflects the market opportunity ahead.

Accordingly, Aker and Aker BioMarine have engaged in discussions related to

the future ownership structure of Aker BioMarine.

Aker considers that the best available alternative for Aker BioMarine is to

continue to develop and mature the business further, and that it will benefit

Aker BioMarine to pursue such strategy in a private setting. The parties have

therefore agreed on the terms and conditions for a statutory merger with Aker

BioMarine as the transferring company and MergerCo as the acquiring company

with merger consideration constituting a combination of shares in Aker and

cash (the "Merger"). The Merger is based on a value of NOK 105 per share in

Aker BioMarine and otherwise on terms and conditions set out in a merger plan

approved by the board of directors of Aker BioMarine and MergerCo (the "Merger

Plan").

To facilitate liquidity and a cash realisation option for Aker BioMarine's

shareholders, Aker Capital is simultaneously launching a cash offer (the "Cash

Offer") to acquire all outstanding shares in Aker BioMarine for NOK 105 per

share, equal to the value per Aker BioMarine share applied in the Merger.

When Aker BioMarine announced their strategic review, 14 February 2024, the

share price was NOK 43 per share. The current offer values the company at NOK

105 per share in addition to the NOK 45 per share dividend paid in September

2024 representing substantial value creation for shareholders.

"Aker BioMarine has, over time, evaluated strategic alternatives with a view

to crystallizing value for shareholders. The proposed offer provides

shareholders with an attractive and certain cash alternative, while preserving

flexibility for Aker BioMarine to continue its development and pursue

long-term value creation," says Øyvind Eriksen, President and CEO of Aker ASA.

Global demand for omega-3 products continue to grow while supply of marine

omega-3 has been under structural pressure for some time. Aker BioMarine is

well positioned to benefit from these market conditions.

Eriksen continues: "Aker has previously shown that we are willing to own and

develop companies through longer industrial phases when we believe the market

does not fully reflect their value potential. We believe private ownership is

the right framework for Aker BioMarine's next phase, where industrial

development, product development and commercialization are more important than

short-term public-market considerations."

Key terms of the Merger

Pursuant to the Merger, Aker BioMarine will merge with MergerCo, a

wholly-owned subsidiary of Aker Capital and indirect subsidiary of Aker.

Shareholders in Aker BioMarine (other than Aker Capital) will upon completion

of the Merger receive merger consideration in the form of 0.0706 shares in

Aker for every share owned in Aker BioMarine, plus a cash amount of NOK 21 per

share. The exchange ratio is based on a value of NOK 105 per Aker BioMarine

share and NOK 1,189 per Aker share.

Fractions of Aker consideration shares will not be allotted in the Merger. For

each Aker BioMarine shareholder the number of Aker shares will be rounded down

to each whole number, or to zero shares. Excess shares, which because of this

round down will not be allotted to eligible shareholders, will be issued to

and sold by an appointed investment bank or other third party according to

instructions from Aker at the expense and risk of the beneficiaries, with a

proportionate distribution of net sales proceeds among the shareholders who

have the number of consideration shares rounded off.

Aker will settle the consideration shares in the Merger with treasury shares

held, acquired and/or issued pursuant to authorizations granted to the board

of directors of Aker. In connection with the Merger, TRG Holding AS, Aker's

largest shareholder, will lend Aker up to 1,383,892 shares in Aker to

facilitate settlement of the consideration shares in the Merger. The number of

shares borrowed will be adjusted to reflect the actual number of consideration

shares to be delivered as consideration shares in the Merger and reduced with

the number of treasury shares held by Aker at the time the Merger is completed

that can be used as settlement in the Merger. Any shares borrowed shall be

redelivered no later than 31 December 2026.

Completion of the Merger is subject to approval by an extraordinary general

meeting in Aker BioMarine (the "Aker BioMarine EGM"), expected to be convened

tomorrow, 17 July 2026, and held on 17 August 2026. As described in the Merger

Plan, completion is further conditional upon customary closing conditions.

The Merger Plan will be submitted to and registered by the Norwegian Register

of Business Enterprises in accordance with Section 13-13 of the Norwegian

Companies Act. Notice for the Aker BioMarine EGM will be sent to shareholders

shortly and announced separately. For further information on the Merger,

please see the Merger Plan. The Merger Plan will be available on

www.akerasa.com and www.akerbiomarine.com tomorrow, 17 July 2026.

Closing of the Merger is expected to take place during H2 2026.

Key terms of the Cash Offer

Aker Capital is offering all shareholders in Aker BioMarine who may lawfully

accept the Cash Offer to sell their shares for NOK 105 per share (the "Offer

Price").

The acceptance period for the Cash Offer (the "Offer Period") commences today,

16 July 2026, and expires on 30 July 2026 at 16:30 CEST. Aker Capital reserves

the right, at its sole discretion, to extend the Offer Period.

An interest of 3M Nibor + 43bps shall accrue on the Offer Price from the

expiry of the initial Offer Period (i.e. from 31 July 2026) and until

settlement of the Cash Offer, which shall be settled together with settlement

of the Offer Price (on the condition that the Cash Offer is completed). If the

Offer Period is extended, a later starting date for calculating interest may

apply for shareholders accepting the Cash Offer during the extended Offer

Period.

Completion of the Cash Offer is conditional upon the Aker BioMarine EGM

(expected to be held on 17 August 2026) approving the Merger Plan. Settlement

of the Cash Offer will take place no later than three trading days after such

approval by the Aker BioMarine EGM.

The terms and conditions of the Cash Offer are included in a separate stock

exchange notice and the acceptance form attached thereto published by Aker

today, 16 July 2026.

Aker Capital currently owns 77.67% of the outstanding Shares in Aker

BioMarine, and has, since the time of listing of Aker BioMarine, held its

majority shareholding in Aker BioMarine. The Cash Offer is therefore not

subject to the requirements of a voluntary offer under chapter 6 of the

Norwegian Securities Trading Act. Consequently, the Cash Offer will not be

subject to the review of the Financial Supervisory Authority of Norway or any

other regulatory authority.

-ENDS-

Media contact:

Atle Kigen, Head of Media Relations and Public Affairs

+47 90 78 48 78

[email protected]

Investor contact:

Fredrik Berge, Head of Investor Relations

+47 45 03 20 90

[email protected]

This information has been submitted pursuant to the Securities Trading Act §

5-12 and MAR. The information was submitted for publication, through the

agency of the contact persons set out above, at 2026-07-16 07:01 CEST.