Wednesday 17 November 2021

Cloudberry Clean Energy ASA  has entered into a letter of intent with Captiva Capital Partner AS related to the potential acquisition of 60% of the Captiva Group. If completed, the transaction will significantly strengthen the Company's capabilities especially within development and operations of renewable assets. Cloudberry sees a significant value creation potential through the acquisition and expects strong earnings contribution in the coming years.

"Cloudberry has already gained a leading position as developer and owner of renewable energy assets in the Nordics, primarily in hydropower and wind. With the acquisition of Captiva, we are adding important capabilities within development and operations of renewable assets in the Nordics. Cloudberry will retain a bigger share of the value created in our projects, and equally important, be positioned for further growth of our development and production portfolios," says Anders Lenborg, CEO of Cloudberry Clean Energy ASA.

Cloudberry rely largely on third parties to operate its assets, where Captiva is one provider among others. By the acquisition of Captiva, the Company will be able to manage the portfolio inhouse going forward. Captiva will be adding development, operation and technology capabilities to support and enhance Cloudberry's ambitions. Captiva has always delivered positive EBIT and is growing rapidly with approximately 30 full time employees in Norway as of today.

"As a part of Cloudberry, we will have a clear mission to enhance operational capacity and expertise. More importantly, we are strengthening our capabilities finically and will continue our journey in growing a first-class data driven operational service suite on hydro and wind assets to all current and future clients. This partnership will also complement our efforts in the further development of industrial digital solutions tailored for renewable energy", says Stig J. Østebrøt, CEO of Captiva.

About the transaction

The agreed enterprise value of Captiva (100%) is NOK 160 million on a cash -free debt-free basis, and the final purchase price shall be settled with 50% new shares in Cloudberry and 50% cash at closing. The issuance of the new shares is expected to be resolved by the Company's Board of Directors through utilization of the board authorization issued by the general meeting on 17 June 2021.

Cloudberry will have the right but no obligation to acquire the remaining 40% ownership interest at a pre-determined price within 30 June 2025. Cloudberry and the existing owners will enter into a shareholder agreement. Captiva Capital Partner AS will be holding 40% of the shares after the sale to Cloudberry and will enter into a lock-up of 12 months on the Cloudberry consideration shares.

The acquisition is conditional on inter alia approval by the Board of Cloudberry and a confirmatory due diligence. Cloudberry has been granted exclusivity until 31 January 2022 but aim to complete the transaction during 2021.

Chairman of the board of Cloudberry, Frank J. Berg, through CCPartner AS and related party Mothe Invest AS own a minority holding (33 %) of Captiva Capital Partner AS.