Nel ASA: Signs collaboration agreement and conducts private placement with SAMSUNG E&A

Rhea-AI Summary

Nel ASA (OSE:NEL) has entered into a strategic partnership with SAMSUNG E&A through two major agreements. First, an EPC collaboration agreement enabling SAMSUNG E&A to offer complete hydrogen plants using Nel's electrolysers. Second, SAMSUNG E&A will acquire a 10% stake in Nel through a private placement of 167,132,530 newly issued shares at NOK 2.1125 per share, totaling NOK 353 million.

The partnership leverages Nel's expertise in alkaline and PEM electrolyser technology with SAMSUNG E&A's engineering capabilities. SAMSUNG E&A will become Nel's largest single shareholder with a 9.1% post-transaction ownership, subject to a two-year lock-up period. The companies will collaborate on developing consolidated Balance of Stack systems for Nel's Alkaline electrolysers, with SAMSUNG E&A expected to nominate a board member at Nel's 2025 Annual General Meeting.

Positive

• Strategic partnership with major industrial player SAMSUNG E&A strengthens market position
• Significant capital injection of NOK 353 million through share placement
• Enhanced global delivery capabilities through EPC collaboration
• Access to SAMSUNG E&A's engineering expertise and customer base

Negative

• 9.1% shareholder dilution for existing stockholders
• Increased dependency on single strategic partner

OSLO, Norway, March 11, 2025 /PRNewswire/ -- Nel ASA (Nel, OSE:NEL) has signed an EPC collaboration agreement that allows SAMSUNG E&A to offer its customers complete hydrogen plants of its own design using Nel's electrolysers. In a separate transaction, SAMSUNG E&A will purchase 10% of newly issued Nel ASA shares through a direct placement, implying a post transaction ownership of 9.1%. As a result of this transaction, SAMSUNG E&A will become the largest single shareholder in Nel.

Nel is a global leader within both alkaline and PEM electrolyser technology, working with clients both directly and through EPC partners. With the SAMSUNG E&A EPC collaboration agreement, Nel continues to widen its global delivery capabilities and strengthen its overall competitiveness.

"Our strategy is to focus on electrolyser stack and balance of stack technology. Therefore, we need to work with EPC companies who can provide balance-of-plant solutions and increase our global market reach. It is an honor that a highly reputable and solid company like SAMSUNG E&A has decided to partner with Nel because of our technology and manufacturing leadership" says Håkon Volldal, President and CEO of Nel ASA.

SAMSUNG E&A, formerly Samsung Engineering, is a Korean total solutions provider, that offers comprehensive solutions for the global energy industry. The company provides a full range of engineering services including feasibility studies, design, procurement, construction, and commissioning across multiple industries with a special focus on smart manufacturing, energy systems, and infrastructure. The company is already involved in several large-scale hydrogen projects globally.

"SAMSUNG E&A will provide integrated electrolyser solutions with competitive value and bankability to green hydrogen project owners with Nel. Green hydrogen is a core technology in clean tech with carbon-neutral technologies and has a high value not only as itself but also as a basic ingredient for green ammonia, green methanol, SAF, and e-fuel," says Hong Namkoong, CEO of SAMSUNG E&A.

"Nel is a market-leading electrolyser company and the only company that has competitive technology in both Alkaline and Proton Exchange Membrane electrolyser with a 100-year history. We are very glad to announce our partnership with Nel", Namkoong says.

The collaboration agreement will enable SAMSUNG E&A to develop and offer its customers complete design packages for hydrogen plants based on Nel's Alkaline and PEM electrolysers. In addition, the two companies will work on a larger consolidated Balance of Stack (BoS) system for Nel's Alkaline electrolysers.

In a separate transaction, Nel ASA will issue 167,132,530 shares to SAMSUNG E&A for NOK 2.1125 per share, representing the arithmetic average of the last seven-day volume weighted average prices as of March 10^th 2025, for a total, all cash, consideration of about NOK 353 million. The transaction is subject to approval by the Board of Directors pursuant to an authorization to increase the share capital granted by Nel ASA's annual general meeting held on 23 April 2024. Post transaction, SAMSUNG E&A will have a 9.1% shareholding in Nel ASA. SAMSUNG E&A has agreed to a two-year lock-up and standstill arrangement subject to customary exceptions. The Nel ASA Board of Directors is supportive of SAMSUNG E&A nominating a member to Nel's Board of Directors for the upcoming 2025 Annual General Meeting. Morgan Stanley & Co. International plc acted as financial advisor to Nel ASA in connection with the private placement.

"We appreciate the commitment SAMSUNG E&A demonstrates to the future success of our partnership by becoming a cornerstone investor in Nel," Volldal says.

"SAMSUNG E&A is currently securing hydrogen and carbon-neutral technologies through strategic investments and partnerships to commercialize new technologies and build a technology licensing model. The company is now also exploring new market opportunities based on business development with flagship projects where we work to expand the business model from primarily EPC to more technology-based," Hong Namkoong says.

For additional information, please contact:
Kjell Christian Bjørnsen, CFO, +47 917 02 097
Wilhelm Flinder, Head of IR, Communications & Marketing, +47 936 11 350

About Nel ASA | www.nelhydrogen.com
Nel has a history tracing back to 1927 and is today a leading pure play hydrogen electrolyser technology company with a global presence. The company specializes in Alkaline and PEM technology for production of renewable hydrogen. Nel's product offerings are key enablers for a green hydrogen economy, making it possible to decarbonize various industries such as transportation, refining, steel, and ammonia.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Wilhelm Finder, Head of Investor Relations, at NEL ASA on the date and time provided.

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SOURCE NEL ASA

FAQ

What is the value of SAMSUNG E&A's investment in Nel ASA (NLLSY)?

SAMSUNG E&A is investing NOK 353 million by purchasing 167,132,530 newly issued shares at NOK 2.1125 per share.

What percentage stake will SAMSUNG E&A own in Nel ASA (NLLSY) after the transaction?

SAMSUNG E&A will own 9.1% of Nel ASA, becoming the company's largest single shareholder.

What are the key terms of the lock-up agreement for SAMSUNG E&A's Nel ASA (NLLSY) shares?

SAMSUNG E&A agreed to a two-year lock-up and standstill arrangement, subject to customary exceptions.

How will the Nel ASA (NLLSY) and SAMSUNG E&A collaboration work in practice?

SAMSUNG E&A will develop and offer complete hydrogen plant designs using Nel's Alkaline and PEM electrolysers, while also working on Balance of Stack systems.