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Agasti Holding to be liquidated after selling remaining assets

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Agasti Holding to be liquidated after selling remaining assets

Agasti HoldingASA agreed July 6 to sell its 66% stake in Obligo Holding AS, alongwith units in 26 funds and a $2.5 million convertible loan to WunderlichInvestment Co. Inc., to Blackstone LP's Audrey Management Holdings Sárl for 215million Norwegian kroner.

The transaction, subject to approval from a general meetingexpected to be held Aug. 22, will leave Agasti with neither operations norassets upon completion. The company said its board believes that thebest way to maximize shareholder value is to liquidate the company anddistribute the net values to shareholders.

The transaction is expected to close during the thirdquarter, and Agasti will work toward liquidation as soon as practicallypossible thereafter.

Agasti established a new business through Obligo in October2015 after finding itself in a "challenging situation" three yearsearlier, when it had received several thousand complaints generating afinancial exposure of more than 500 million kroner. Blackstone Real EstateFunds acquired 34% ofAgasti's then operating business in October 2015, with Agasti continuing as apure investment company holding the remainder of Obligo, but without operationsof its own.

Obligo now manages more than 44 billion kroner in assetsdistributed among roughly 30 investment companies.

The majority of Agasti's board backs the proposedtransaction, while retaining the option to amend or withdraw its recommendationif a more attractive offer is received. A minority of the board will leave adecision in the hands of the general meeting.

Shareholders representing 39.89% of Agasti shares havecommitted to vote in favor of the transaction, which has a 2/3 approvalthreshold. The Agasti group will book a loss of 188 million kroner on thetransaction, representing the difference between the transaction considerationand the book value of the assets being sold. Agasti Holding will book a netprofit of 107 million kroner.

BAHR is the legal adviser to Blackstone, while Wikborg Reinis the legal adviser to Agasti for the transaction. ABG Sundal Collier isAgasti's financial adviser.

As of July 7, US$1 wasequivalent to 8.47 Norwegian kroner.