Aker BioMarine ASA: Proposed merger and optional cash offer

July 16 2026 – Aker BioMarine ASA (“Aker BioMarine” or the “Company”) and Aker ASA (“Aker”) today announce a proposed merger between Aker BioMarine and Aker Capital NewCo AS (“MergerCo”), an indirect subsidiary of Aker. Simultaneously, Aker’s subsidiary Aker Capital AS (“Aker Capital”) announces its launch of an optional cash offer to acquire all outstanding shares in Aker BioMarine for NOK 105 per share. Aker, through Aker Capital, currently owns 77.67% of the shares in Aker BioMarine.

On 12 February 2026, Aker BioMarine announced that it had appointed financial advisers to explore strategic alternatives for its Human Health Ingredients (HHI) business, including a potential sale. The Company and its advisers subsequently conducted broad pre-marketing efforts ahead of an anticipated structured process in the second half of 2026.

Following pre-marketing, early phase bilateral discussions have been held with several strategic and financial parties expressing interest for the business, confirming HHI’s strong growth, margins and market positions, and resulting in multiple indicative transaction proposals. The most advanced indications received by Aker BioMarine included deferred and uncertain earn-out arrangements and further discussions did not result in a proposal that adequately reflects the market opportunity ahead.

Based on the process held so far in 2026, it seems unlikely that better offers will become available during a continued process later this year. Aker and Aker BioMarine have therefore engaged in discussions related to the future ownership structure of the Company.

The parties have agreed on a statutory merger, with Aker BioMarine as the transferring company and MergerCo as the acquiring company with merger consideration in a combination of shares in Aker and cash (the “Merger”). Following completion, Aker BioMarine will be wholly owned by Aker and continue its development in a private setting, supported by Aker’s long-term ownership perspective. A private ownership setting is expected to provide greater flexibility to pursue long-term operational and strategic initiatives.

The Merger is based on a value of NOK 105 per Aker BioMarine share and is subject to the terms and conditions set out in a merger plan approved by the boards of Aker BioMarine and MergerCo (the “Merger Plan”). To provide the Company’s shareholders with the opportunity to realise their investment, Aker Capital launches an optional cash offer (the “Cash Offer”) for all outstanding shares in Aker BioMarine at NOK 105 per share, equal to the value per share applied in the Merger.

The Board has concluded that NOK 105 per share represents attractive value for shareholders. The valuation reflects the outcome of an extensive market process and discussions with multiple strategic and financial parties. Having assessed the available alternatives, the Board concluded that the proposed transaction offers the best combination of value, certainty and executability.

The Board has received a fairness opinion concluding that the consideration offered to shareholders is fair from a financial point of view. The board of directors of Aker BioMarine has unanimously resolved to recommend that shareholders approve the Merger and that shareholders who wish a full exit accept the Cash Offer.

When Aker BioMarine announced the strategic review of its Feed Ingredients business on 14 February 2024, the share price was NOK 43. The Merger and the Cash Offer value the Company at NOK 105 per share. Together with the NOK 45 per share dividend paid in September 2024, this represents total value of NOK 150 per share and substantial value creation for our shareholders.

Ola Snøve, Chair of the Board of Aker BioMarine, and Matts Johansen, Chief Executive Officer of Aker BioMarine, have informed the Company that they intend to accept the Cash Offer for all shares held by them.

“The Board has carefully considered all available alternatives and concluded that the Merger represents the best available option for the Company and its shareholders. It offers attractive value, a high degree of transaction certainty and the choice between full cash consideration and continued exposure to Aker,” says Ola Snøve, Chair of the Board of Aker BioMarine.

“This process has reinforced our belief in the quality and long-term potential of Aker BioMarine. We have strong positions, attractive margins and significant opportunities ahead of us. With Aker as a committed and value-oriented owner, we believe the Company will have the right framework to continue developing the business and create value over time,” says Matts Johansen, CEO of Aker BioMarine.

Key terms of the Merger Pursuant to the Merger, Aker BioMarine will merge with MergerCo, a wholly-owned subsidiary of Aker Capital and indirect subsidiary of Aker. Shareholders in Aker BioMarine (other than Aker Capital) will upon completion of the Merger receive merger consideration in the form of [0.0706] shares in Aker for every share owned in the Company, plus a cash amount of NOK 21 per share. The exchange ratio is based on a value of NOK 105 per Aker BioMarine share and NOK 1,189 per Aker share.

Fractions of Aker consideration shares will not be allotted in the Merger. For each Aker BioMarine shareholder the number of Aker shares will be rounded down to each whole number, or to zero shares. Excess shares, which because of this round down will not be allotted to eligible shareholders, will be issued to and sold by an appointed investment bank or other third party according to instructions from Aker at the expense and risk of the beneficiaries with a proportionate distribution of net sales proceeds among the shareholders who have the number of consideration shares rounded off.

Completion of the Merger is subject to approval by an extraordinary general meeting in Aker BioMarine (the “Aker BioMarine EGM”), expected to be convened tomorrow, 17 July 2026, and held on 17 August 2026. As described in the Merger Plan, completion is further conditional upon customary closing conditions.

Completion of the Cash Offer is conditional upon the Merger Plan being approved by the Aker BioMarine EGM.

The Merger Plan will be submitted to and registered by the Norwegian Register of Business Enterprises in accordance with Section 13-13 of the Norwegian Companies Act. Notice for the Aker BioMarine EGM will be sent to shareholders shortly and announced separately. For further information on the Merger, please see the Merger Plan. The Merger Plan will be available on [www.akerasa.com] and [akerbiomarine.com] tomorrow, 17 July 2026.

Closing of the Merger is expected to take place during H2 2026.

***

Media contact:

Marte Dalsegg, EVP Communications +47 93 43 30 87

Marte.dalsegg@akerbiomarine.com

Investor contact:

Christopher Robin Vinter, SVP Finance +47 91 16 08 20

Christopher.vinter@akerbiomarine.com

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-07-15 07:00 CEST.