Bonheur and Ganger Rolf Float Merger Plans

The boards of directors of Bonheur ASA and Ganger Rolf ASA have resolved to propose a merger of the two companies, with Bonheur being the surviving entity and maintaining its listing on the Oslo Stock Exchange.

The corporate structure of Bonheur and Ganger Rolf has historically taken the form of a cross ownership between the two companies, with Bonheur currently owning 62.66% of Ganger Rolf, and Ganger Rolf owning 20.70% of Bonheur.

The boards of Bonheur and Ganger Rolf have resolved upon a proposed exchange ratio whereby each Ganger Rolf shareholder will receive 0.8174 Bonheur shares for every one Ganger Rolf share, representing 23.95 % of the combined company on a fully diluted basis.

The merger is subject to both customary and mandatory closing conditions, including preparation of a final merger plan and approval by Bonheur and Ganger Rolf extraordinary general meetings with 2/3 majority.

The boards of the companies are currently preparing a joint merger plan, expected to be published on or around 15 February 2016.

The intention is to arrange for extraordinary general meetings of both Bonheur and Ganger Rolf shareholders by mid-March 2016. Subject to the above, the merger is expected to be completed by the end of May 2016.

The companies have a 50% stake each in Fred. Olsen Windcarrier AS, a company providing transport and installation services for the offshore wind industry, and Universal Foundation Norway AS, a turbine foundations provider.