Merger Between Bonheur and Ganger Rolf Approved

Shareholders and executives at Bonheur ASA and Ganger Rolf ASA approved a recently proposed merger between the two companies during Extraordinary General Meetings (EGMs) held separately today.

The Chairman of the Shareholders’ Committee chaired the EGM. All items on the agenda, which was sent to Oslo Stock Exchange on 23 February 2016, were unanimously resolved in accordance with the corresponding proposals as identified in the summons and placed before the EGM.

The EGM consequentially approved the duly distributed merger plan with appendices dated 11 February 2016 regarding the merger of Bonheur ASA and Ganger Rolf ASA with Bonheur ASA as the surviving company, and the merger will now be carried out subject to and in accordance with the conditions set out in the merger plan.

Following the EGM’s approval of the merger plan and subsequent mandatory announcement in the Norwegian Register of Business Enterprises, a six week creditor notice period will commence.

Bonheur will revert in due course with dates for completion of the merger.

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 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.