BW Sirocco Holdings AS to launch recommended voluntary offer to acquire shares in BW Ideol AS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN
The Offeror is a newly incorporated Norwegian private limited liability company established for the purpose of making the Offer, and will, following the completion of the Offer be owned by
Under the Offer, eligible shareholders of BW Ideol will be offered a cash offer price of
The Offer will also include a share alternative, whereby eligible shareholders may elect to receive settlement for their Shares in BW Ideol in the form of shares in the Offeror on a 1:1 basis (the "Share Consideration"). The shares in the Offeror are not, and are not intended to be, listed on any stock exchange, regulated market or multilateral trading facility. Shareholders electing to receive the Share Consideration will be required to enter into a shareholders' agreement regulating the ownership in the Offeror which will be described in more detail in the Offer Document (as defined below).
The board of directors of BW Ideol (excluding its members having a conflict of interest with respect to the Offer) (the "Board") have unanimously resolved to recommend the shareholders of BW Ideol to accept the Offer on the basis of an independent fairness opinion from
In order to realise the growth of the company and meet upcoming capital commitments, BW Ideol will require additional financing. Debt financing is not considered to be available on satisfactory terms. The Offer allows for BW Ideol’s public equity investors to realise all cash for their shares at a substantial premium to the market price in an illiquid equity. Raising new equity capital in an efficient manner is further constrained by the current Euronext Growth listed setting and capital market sentiment, and any such equity raise is expected to lead to a substantial dilution for non-participating shareholders. At the same time, the minority shareholders are given an alternative to the Cash Consideration to continue as shareholders together with the Initiating Shareholders by accepting the Share Consideration. The Initiating Shareholders further believe that BW Ideol, if privately held, will be able to raise capital more efficiently from investors that invest in privately held growth companies, including other industrial investors beyond BW Offshore. Additionally, the company would benefit from reduced cost, freed-up management time and reduced formal obligations.
About the Offer:
The Offeror has entered into contribution agreements with the Initiating Shareholders. Pursuant to the contribution agreements, the Initiating Shareholders have agreed (subject to the completion of the Offer) to transfer their Shares in BW Ideol to the Offeror free of any encumbrances against a consideration equal to the Share Consideration under the Offer, i.e. shares in the Offeror on a 1:1 basis, with the exception of 213,775 Shares which will be sold by certain Initiating Shareholders to the Offeror at the Offer Price.
The Offeror and BW Ideol have entered into a transaction agreement (the "Transaction Agreement") regarding the Offer, pursuant to which, on certain terms and conditions, the Offeror has agreed to make, and the Board has agreed to recommend, the Offer.
The complete details of the Offer, including all terms and conditions, will be contained in a combined offer document and national prospectus (the "Offer Document") to be sent to all eligible shareholders following registration of the Offer Document with the
Completion of the Offer will be subject to the following main conditions being satisfied or waived by the Offeror:
- The Offeror receiving acceptances for the number of Shares in the Company required in order for the Offeror to become the owner of at least 90% of the total number of Shares and votes in BW Ideol. As mentioned above, the Initiating Shareholders have entered into contribution agreements which provide for a contribution in total of 84.7 % of the total number of Shares in the Company to the Offeror;
- The Board shall not have revoked, modified, amended or qualified its recommendation of the Offer;
- No relevant authority shall have taken any form of legal action that prohibits the consummation of the Offer, or shall in connection with the Offer have imposed conditions upon the Offeror, the Company or its respective affiliates;
- Regulatory approvals, if any are applicable, having been obtained;
- The business of the Company and its affiliates shall in all material respects have been conducted in the ordinary course and in accordance with applicable law and regulations;
- No breach of the Transaction Agreement by BW Ideol having occurred; and
- No material adverse change having occurred.
The Offer is not conditional upon any due diligence of BW Ideol.
The offer period is expected to commence on or about 09:00 (CET) on
Following the completion of the Offer, the Offeror intends to carry out a compulsory acquisition to acquire the remaining Shares, and the Offeror will propose that the general meeting of the Company resolves that the Company shall apply to Oslo Børs for the delisting of the Company's Shares from Euronext Growth.
This announcement does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of the Offer Document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
Advisors:
Danske Bank, Norwegian Branch, is acting as financial advisor to the Offeror and receiving agent for the Offer.
For further information, please contact:
BW Ideol AS
+33 (0) 7 76 87 70 08 / ir@bw-ideol.com
BW Sirocco Holdings AS
+47 99 71 86 55
ir@bwoffshore.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. This
IMPORTANT INFORMATION
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in
In the
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the “Prospectus Regulation”) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, the Company nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, the Company nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer.
This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of the Offeror or the Company are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements.
Neither the Offeror, the Company nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, the Offeror or the Company.
The issue, subscription or purchase of shares in the Offeror is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror, the Company nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into
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