Oceanteam ASA and Soiltech AS are today pleased to announce that they have signed a merger plan for the combination of the Companies in an all-stock transaction, through a statutory merger (the "Merger") in accordance with the provisions set out in chapter 13 of the Norwegian Public Limited Liability Companies Act (the "Norwegian Public Companies Act"). The Merger will be completed by Oceanteam transferring all its assets, including an estimated NOK 21 million in cash, rights and obligations to Soiltech, as the acquiring company. The shareholders in Oceanteam will receive as consideration 0.01543 shares in Soiltech for each share in Oceanteam. After completion of the Merger, the combined company will be owned 93.35% by the shareholders of Soiltech while 6.65% will be owned by the shareholders of Oceanteam.

Soiltech is an innovative technology company, specializing in the sustainable treatment, recycling and responsible handling of contaminated water and solid industrial waste streams at site. Oceanteam forms part of the Oceanteam group, an investment platform for marine and offshore assets with particular focus on the energy transition. The objective of the Merger is to achieve synergies through a combination of the Companies' businesses, where it is the opinion of the board of directors of each of the Companies that combining the Companies will create added value not only to the Companies, but also their shareholders and other stakeholders, compared to each of Oceanteam and Soiltech operating as separate businesses.

As part of the Merger, Soiltech will be converted to a public limited liability company and seek listing on Euronext Oslo Børs or Euronext Expand under the name of Soiltech ASA. Completion of the Merger is conditional upon, among other things, such listing being approved by Oslo Børs. Subject to an approved listing application by Oslo Børs, it is anticipated that Soiltech ASA will be listed and commence trading around the end of Q3 2024. Until then, Soiltech and Oceanteam will trade as normal on the NOTC list and Euronext Oslo Børs, respectively.

Comment from Jan Erik Tveteraas, CEO of Soiltech: “We are pleased to announce this strategic next step for Soiltech as we transition to a publicly listed company and to do so by merging with Oceanteam, whose supportive major shareholders, strong financial position and clean balance sheet aligns perfectly with our growth ambitions. The merger and listing will further enhance our financial flexibility and enable us to leverage new market opportunities. The synergies created through this collaboration will accelerate our expansion plans and strengthen our competitive edge, delivering added value to our customers, employees, and shareholders."

Comment from Mike Timson, CEO of Oceanteam: We are very pleased to have entered into this merger agreement with Soiltech and believe that a combination of the two companies will create added value for shareholders. Soiltech’s business of providing innovative clean technologies for a greener future, combined with impressive growth in recent years, presents optimal strategic alignment with Oceanteam’s previously communicated ambition.