- The agreed enterprise value for the Captiva Group (on a 100% basis) is NOK 160 million ($19 million)
- Cloudberry will have the right to acquire the remaining 40% ownership interest at a pre-determined price within 30 June 2025
The transaction will significantly strengthen Cloudberry’s (CLOUD) capabilities in developing renewable assets, primarily within hydropower. This will strengthen Cloudberry’s position for further growth of the Company’s development portfolio.
Under the majority ownership of Cloudberry, Captiva will continue to grow its first-class data-driven operational service suite on hydro and wind assets to all current and future clients, which includes Cloudberry. Today, Cloudberry relies mainly on third parties to operate its assets, where Captiva is one provider among others. As a result of the transaction, the Company will manage its portfolio in-house going forward.
“Through the acquisition, we add the last piece of the structure towards becoming a fully integrated, Nordic IPP through moving the operational activities inhouse. With this in place, we are setting up for further, strong growth over the coming years”, says Anders Lenborg, CEO of Cloudberry.
In the Transaction, Cloudberry has acquired from Captiva Capital Partner AS 60% of all issued and outstanding shares and share capital of Captiva Digital Services AS, business registration number 927 900 904, which is the owner of 100% of the shares in:
- Captiva Asset Management AS.
- Captiva Digital Solutions AS.
- Captiva Energy AS (Captiva Digital Services AS together with its wholly- and partly owned subsidiaries herein jointly referred to as the “Captiva Group” or “Captiva”).
The transaction includes an efficient and fully financed hydropower plant in production, Jåstad Kraft (3.2 GWh), which is located in Ullensvang on the West coast of Norway.
The agreed enterprise value for the Captiva Group (on a 100% basis) is NOK 160 million on a cash- and debt-free basis, taking into account normalized working capital. At completion, the Company has paid a preliminary purchase price of NOK 101,037,200, based on the estimated “Cash,” “Debt,” “Other Assets,” and “Working Capital” of Captiva. According to the share purchase agreement, the preliminary purchase price will be adjusted based on the actual “Cash,” “Debt,” “Other Assets,” and “Working Capital” of Captiva as at completion.
50% of the preliminary purchase price has been settled by issuing 3,484,041 new shares in Cloudberry, equal to approx. 1.46% of the total issued and outstanding shares in Cloudberry following completion of the transaction. As previously announced, the shares have been issued at a subscription price of NOK 14.50 per share. The remaining 50% of the preliminary purchase price has been settled with cash. It has been agreed that the settlement of the residual between the preliminary purchase price and the final purchase price will be made with cash only.
According to the share purchase agreement, Cloudberry will have the right, but not an obligation, to acquire the remaining 40% ownership interest at a pre-determined price within 30 June 2025. Cloudberry and Captiva Capital Partner AS have entered into a shareholders’ which govern their rights and obligations as owners of Captiva Digital Services AS.