Everfuel looking at delisting as Swiss Life AM groups with main owners

An affiliate of Swiss Life Asset Management AG has convinced the three largest shareholders of Everfuel A/S (OSE:EFUEL) to form a new ownership consortium and take the Danish green hydrogen company private in a transaction that values it at NOK 1.12 billion (USD 107m/EUR 95.8m).

Everfuel announced on Wednesday that Faro BidCo ApS, a newly established acquisition vehicle that is indirectly owned by infrastructure investment funds managed or advised by Swiss Life AM, intends to launch an unregulated voluntary tender bid of NOK 13 per Everfuel share. The offer will concern all company shares other than those that will be rolled over by the three main shareholders or those held in treasury. The agreed price is a premium of 47.5% compared to Everfuel’s 30-day volume weighted average price (VWAP) ending on August 27, 2024.

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The target’s three largest shareholders are E.F. Holding ApS, which is majority-owned by Everfuel CEO and founder Jacob Krogsgaard; HvVC ApS, which is a joint venture between Japan’s ITOCHU Corporation and Osaka Gas UK Ltd; and Clean H2 Infra Fund S.L.P., which is a hydrogen infrastructure fund managed by sector player Hy24. Together, they currently hold about 75.05% of the company's outstanding share capital.

According to the announcement, the new ownership consortium has provided commitments regarding the future funding of Everfuel's existing and future projects.

“The Offer provides an exciting opportunity for Everfuel to continue to develop its business and continue its growth journey in a private setting. In particular, we are pleased that the new ownership consortium is committed on certain conditions to provide new financing for the operation of Everfuel and the development of the Everfuel's existing and future projects. In the coming phase, access to stable and long-term funding will be an important success factor for Everfuel," said Soren Eriksen, chairman of the board of Everfuel.

Accordingly, the company’s board has decided to recommend this offer for acceptance by Everfuel's free float shareholders.

The offer is not subject to any due diligence or financing conditions but is dependent on the satisfaction of a minimum acceptance condition of more than 90% and receiving the relevant regulatory approvals. If no unforeseen circumstances or any extensions of the acceptance period occur, the offer should close in the fourth quarter of 2024. With a sufficient majority of the shares, the offeror will be able to propose a delisting of the company’s shares from Euronext Growth Oslo.

(NOK 10 = USD 0.953/EUR 0.855)