Cloudberry completes acquisition of 60% of the Captiva Group
Oslo, Norway, 7 January 2022: Reference is made to the stock exchange announcement of 17 November 2021, newsweb.oslobors.no/message/547064, announcing Cloudberry Clean Energy ASA’s ("Cloudberry" or the "Company") potential acquisition of 60% of the Captiva Group (as defined below) (the “Transaction”). The parties have today entered into the share purchase agreement and completed the Transaction.
Building a leading Nordic IPP
“The challenging situation in the European energy markets, has highlighted the need for companies able to identify, develop, build, and operate renewable power assets. With the acquisition of Captiva, Cloudberry strengthens its position as a leading Nordic independent power producer (IPP), enabling the Company to tackle the challenges in the energy markets, as well as providing solutions and renewable power for generations to come”, says Anders Lenborg, CEO of Cloudberry.
The Transaction will significantly strengthen Cloudberry's capabilities within development of renewable assets, especially within hydro power. This will strengthen Cloudberry’s position for further growth of the Company’s development portfolio.
“Building and operating renewable power production is at the core of what we do in Cloudberry, but it all starts with identifying and developing the right assets. By completing the Transaction, we are strengthening our development capabilities, which we expect will provide us with an even stronger portfolio for the years to come”, says Lenborg.
Moving operational activities inhouse
Under the majority ownership of Cloudberry, Captiva will continue to grow its first-class data driven operational service suite on hydro and wind assets to all current and future clients, which includes Cloudberry. Today, Cloudberry rely largely on third parties to operate its assets, where Captiva is one provider among others. As a result of the Transaction, the Company will be able to manage its portfolio inhouse going forward.
“Through the acquisition, we add the last piece of the structure towards becoming a fully integrated, Nordic IPP through moving the operational activities inhouse. With this in place, we are setting up for further, strong growth over the coming years”, Lenborg says.
Further information about the Transaction
In the Transaction, Cloudberry has acquired from Captiva Capital Partner AS (the “Seller”) 60% of all issued and outstanding shares and share capital of Captiva Digital Services AS, business registration number 927 900 904, which is the owner of 100% of the shares in; (i) Captiva Asset Management AS, (ii) Captiva Digital Solutions AS, and (iii) Captiva Energy AS, (Captiva Digital Services AS together with its wholly- and partly owned subsidiaries herein jointly referred to as the "Captiva Group" or "Captiva"). The transaction includes an efficient and fully financed hydro power plant in production, Jåstad Kraft (3.2 GWh), which is located in Ullensvang on the West coast of Norway.
The agreed enterprise value for the Captiva Group (on a 100% basis) is NOK 160 million on a cash- and debt-free basis, taken into account normalized working capital. At completion the Company has paid a preliminary purchase price of NOK 101,037,200, based on the estimated "Cash", "Debt", "Other Assets" and "Working Capital" of Captiva. According to the share purchase agreement, the preliminary purchase price will be adjusted based on the actual "Cash", "Debt", "Other Assets" and "Working Capital" of Captiva as at completion.
50% of the preliminary purchase price has been settled by issuance of 3,484,041 new share in Cloudberry, equal to approx. 1.46% of the total issued and outstanding shares in Cloudberry following completion of the Transaction. As previously announced, the shares have been issued at a subscription price of NOK 14.50 per share. The remaining 50% of the preliminary purchase price has been settled with cash. It has been agreed that the settlement of the residual between the preliminary purchase price and the final purchase price will be made with cash only.
The new shares will be registered with the VPS on a separate ISIN from the existing shares of the Company which are admitted to trading on Oslo Børs, pending publication by the Company of a listing prospectus (the "Listing Prospectus") and will not be tradable on Oslo Børs until the Listing Prospectus has been approved by the Norwegian Financial Supervisory Authority and published by the Company. Following publication of the Listing Prospectus, the shares be converted to ISIN NO0010876642, which is the same ISIN as the Company's existing shares which are admitted to trading on Oslo Børs.
Further, it has been agreed that the new shares issued in relation to the Transaction will be subject to a 12-months' lock-up.
Following registration of the new shares with the Norwegian Register of Business Enterprises, the Company's share capital will be NOK 59,682,171.75, divided into 238,728,687 shares, each with a par value of NOK 0.25.
As the share contribution has been settled through contribution in kind, the Board of Directors has procured that an independent statement has been prepared in this connection. The statement is attached to this stock exchange announcement.
According to the share purchase agreement, Cloudberry will have the right, but not an obligation, to acquire the remaining 40% ownership interest at a pre-determined price within 30 June 2025. Cloudberry and Captiva Capital Partner AS has entered into a shareholders' which govern their rights and obligations as owners of Captiva Digital Services AS.
The Captiva Group has the past 5 years delivered an average EBIT of MNOK 10 per year related to asset management and development services (pro forma, unaudited, excluding real estate business, which is not part of the Transaction). The platform for operational services within wind and hydro assets is in a ramp up phase and has a clear business plan in order to reach strong profitability by 2025.
Based on estimated unaudited consolidated balance sheet per 31 December 2021, total assets acquired is MNOK 238, long term debt is MNOK 20 and booked equity value is MNOK 30 (including minority interests).
Chairman of the Board of Directors in Cloudberry, Frank J. Berg, through CCPartner AS and related party Mothe Invest AS, hold a minority ownership (33 %) of Captiva Capital Partner AS. CCPartner AS and Mothe Invest AS have however agreed to sell their shares in Captiva Capital Partner AS to certain employees of the Captiva Group. The transaction is estimated to be completed later this month.
Advokatfirmaet DLA Piper Norway DA acted as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Suna Alkan, CSO at Cloudberry Clean Energy ASA on 7 January 2022, at 14:30 CET.
Cloudberry is a renewable energy company operating in the Nordics and in accordance with local tradition. The Company owns, develops, and operates hydropower plants and wind farms in Norway and Sweden. Cloudberry is powering the energy transition to a sustainable future by providing new renewable energy today and for future generations. The Company believes in a fundamental long-term demand for renewable energy in Europe. With this as a fundament, Cloudberry is building a sustainable, scalable, efficient, and profitable platform for creation of shareholder value. Cloudberry`s shares are traded on Oslo Stock Exchange's main list (Oslo Børs), supported by strong owners and led by an experienced team and board. The Company has offices in Oslo, Norway (main office) and Karlstad, Sweden. To learn more about Cloudberry, go to www.cloudberry.no.