M&A

We have assisted DIF Capital Partners (via its DIF Infrastructure VII Fund) and EDF Invest (the investment arm of the EDF Group in real assets) with entering into a definitive agreement to acquire Fjord1, the largest owner and operator of ferries in Norway. Subject to closing of the transaction, Fjord1 will be acquired from Vision Ridge Partners and Havila Holding. Vision Ridge and Havila Holding have been investors in Fjord1 since 2019 and 2011, respectively.

DIF Infrastructure VII Fund is a Dutch infrastructure fund managed by DIF Capital Partners, an independent infrastructure equity fund manager currently controlling more than EUR 16 billion of investments.

EDF Invest, is the investment arm of Electricité De France owned by the French Republic. EDF Invest currently manages more than EUR 9 billion of equity worldwide and supports the financing of the future dismantling of the EDF Group's nuclear power plants through management of diversified assets.

The core transaction team comprised of Alexander Bernhard Wintervold, Mads Ødeskaug and Ole Henrik Wille.

The transaction was announced on 31 October 2023. Read more at:

• DIF.eu 
• EDFinvest.com

Wikborg Rein assisted the Telenor group in its sale of a minority stake of Telenor Norge AS' passive fibre infrastructure to a consortium of KKR and Oslo Pensjonsforsikring.

The transactions were carried out in two steps, the passive fibre infrastructure will first be demerged into Telenor Fiber AS, and then 30% of the shares of Telenor Fiber AS will be sold to the consortium, based on a total equity valuation of NOK 36.1 billion. Telenor Networks Holding will hold the remaining 70% majority stake. In addition to showcasing the value of Telenor's infrastructure to investors, the transaction will release capital to support Telenor's future investment in new fibre infrastructure.

The core team at Wikborg Rein consisted of Madeleine Østenstad, Alexander Bernhard Wintervold, Cecilie Andersen Haadem, Hanne Camilla Zimmer, Anders Myklebust, Caroline Landsværk and Ole Henrik Wille as responsible partner.

We are proud to announce that we have assisted EcoOnline Holding AS ("EcoOnline"), a company listed on Euronext Growth, in connection with the launch of a recommended offer to acquire all the outstanding shares in EcoOnline by Erling Bidco AS, a company indirectly wholly owned by funds advised by Apax Partners LLP.

The offer implies an offer price per share of NOK 22.75, valuing the company at NOK 3,768 billion.

The Wikborg Rein core team comprised Sigurd Opedal, Per Anders Sæhle and Ingrid Aasa Haavaldsen.

Wikborg Rein has assisted Altor Fund V (No 1) AB and Altor Fund V (No 2) AB with the contemplated investment in Vianode AS alongside Elkem and Hydro in a strategic partnership. After the investment, each of Altor and Hydro will have an ownership stake of 30 % and Elkem will own the remaining 40 %.

Vianode has developed a range of synthetic graphite products for batteries with unique performance characteristics and produced with significantly lower CO2 emissions than today’s standard materials. The company is currently in a business development phase, and the investments from Altor, Hydro and Elkem are the first step towards establishing the company's first full-scale plant for commercial purposes.

Wikborg Rein's core M&A team comprised of Sigurd Opedal and Cecilie Andersen Haadem.

Wikborg Rein assisted Octopus Bidco AS, a company indirectly wholly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR") in the launch of a recommended voluntary cash offer to acquire all outstanding shares of Oslo Stock Exchange-listed ship owning company Ocean Yield ASA ("Ocean Yield").

A cash consideration of NOK 41.00 was offered per share (subject to certain adjustments) and implies a total consideration and valuation of Ocean Yield of approximately NOK 7.2 billion.

KKR is a leading global investment firm with approximately USD 429 billion in assets under management as of June 2021 and has a 45-year history of leadership, innovation and investment excellence. In the past 15 years, KKR has grown by expanding its geographical presence and building businesses in new sectors, such as credit, special situations, equity strategies, hedge fund solutions, capital markets, infrastructure, energy and real estate.

The Wikborg Rein core team comprised Ole Henrik Wille, Dag Erik Rasmussen, Mads Ødeskaug and Ingrid Aasa Haavaldsen.

Wikborg Rein assisted Nordic Capital in its acquisition of 100% of the shares in Signicat AS.

Signicat was acquired from Secure Identity Holding AS and other shareholders. Viking Venture III AS, Signicat's other major shareholder, will re-invest all proceeds and continue as a minority owner, together with employee shareholders and with Nordic Capital as the majority owner.

Founded in Trondheim, Norway in 2007, Signicat leads innovation in verified digital identity solutions, reducing risk while providing a smart and intuitive user experience. Its solutions enable companies and institutions, both in regulated and non-regulated industries, to offer efficient and user-friendly advanced online authentication, identification verification and electronic signature solutions.

Wikborg Reins core deal team consisted of Sigurd Opedal, Ingeborg V Aavatsmark, Jonathan Kjerschow, Cecilie Andersen Haadem, Henrik Biørnstad, Rolf Riisnæs, Hanna Beyer Olaussen, Karoline Digre Sandvik and Gry Hvidsten.

Wikborg Rein assisted Antin Infrastructure Partners with the acquisition of Sølvtrans.

Sølvtrans is the global leader in live fish logistics for the aquaculture industry, with 21 wellboats currently in operation and 4 under construction. It is the only global wellboat operator with an interest in all key salmon farming markets, including Norway, Scotland, Chile and Australia. The transaction represents one of the largest transactions in Norway this year and one of the largest transactions ever completed in the aquaculture service industry.

Wikborg Rein assisted with all parts of the deal, including but not limited to the due diligence, tax, financing, transaction agreements, MIP, etc.

The Wikborg Rein core team consisted of Andreas Kjensli Lund, Are Zachariassen, Cecilie Andersen Haadem, Erik Staurset Andersen, Grunde Bruland, Geir Ove Røberg, Jonathan Kjerschow, Karoline Digre Sandvik, Maria Heiberg Løvik, Tor Henning Rustan Knudsen, Vilde Juliussen, Vegard Thunes Jørgensen, Baptiste Weijburg, Lesley Tan, Birgitte Karlsen and Ole Henrik Wille.

Wikborg Rein assisted FSN Capital V in a recommended voluntary cash offer to acquire all the shares of Saferoad Holding ASA.

Wikborg Rein acted as lead counsel for FSN and assisted with due diligence, drafting and negotiation of agreements with (inter alia) the target company, the largest shareholder and key management, a warranty insurance scheme, the financing of the transaction and merger filing. The offer values the equity of Saferoad at NOK 2,067m.

Saferoad Holding ASA is a leading road safety and road infrastructure solutions provider in Northern, Central and Eastern Europe. They design, manufacture and deliver products and solutions that improve road safety and road infrastructure standards.

The Wikborg Rein team on corporate matters consisted of Karoline Stock Evje, Christian Emil Petersen, Jonathan Kjerschow, Espen Furuholt, Per Anders Sæhle and Sigurd Opedal. Assistance on the financing was led by Johan Rasmussen, while merger filing work was done by Stuart Stock and Mads Magnussen. Several other lawyers have been involved in due diligence and other workstreams.