Monday, September 25, 2000

Aker Maritime won't attend
Kværner EGM

The battle of words between Norway's Aker Maritime and Kværner continues. Today, Aker Maritime announced that it will not to attend Kværner's Extraordinary General Meeting this Friday.

The EGM is being held to authorize the board to increase Kværner's share capital in support of its all-share offer for Aker Maritime. The Kværner board is also proposing to amend the company's articles of association by introducing a new Article regarding 'Mandatory Offers'.

The proposal is to introduce a threshold level for a Mandatory Offer of 30 per cent. This implies that voting rights would not be able to be exercised for shares representing more than 30 per cent of the votes in the company ­ unless such a shareholder submitted an offer to acquire all the remaining shares in the company.

In Norway, the legal threshold is 40 per cent, but companies do have the right to lower this threshold by amending their articles of association.

Kværner has many small shareholders and historically low shareholder attendance at its general meeting's, typically representing between 40 and 45 per cent of the voting shares. This means that a shareholder might gain effective control over Kværner by owning considerably less than 40 per cent of the voting rights.

Aker Maritime, it may be recalled, earlier this year took a 26.39% chunk of Kværner. The only thing is, that 26.39% consisted not only of shares but also of subscription rights and options.

Today, Aker Maritime said that, in fact, it will not be a shareholder in Kværner by the time of the EGM "and therefore will not attend the meeting." It also says that last week it sent an expert judicial opinion to Kværner.

"This," says Aker Maritime, "concludes that the change in the articles of association to be proposed at the meeting can only be passed with the unanimous approval of the shareholders. As Aker Maritime will before long become a large shareholder, it would consider it unacceptable if the EGM were to take a decision, the validity of which could later be put in doubt, as it could prove to be extremely limiting to Kværner's future development possibilities."

Aker Maritime says it "is certain that Kværner's EGM will reflect the fact that the company cannot live with such uncertainty."

Aker Maritime believes that that the change in the articles of association is "a limitation on share tradeability and voting rights" that "is in principle inappropriate for a listed company and not in the interest of any shareholder."

Aker Maritime says it is in the process of becoming Kværner's largest shareholder and believes Kværner as a company has good development possibilities. It wishes to contribute to realizing them. There appears to be agreement, it says, about the industrial logic of coordinating the two companies' oil and gas operations.

Aker Maritime says it "has been and remains" open to talks with Kværner's management and board. It says it will present its own industrial plans and ideas to the shareholders of Kværner, Aker Maritime and other involved parties during the week of October 16-21.


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