お知らせ • Dec 21
ENTRUST GLOBAL LTD. have entered into the Transaction Agreement regarding voluntary cash tender offer to acquire Belships ASA (OB:BELCO) from shareholders, including members of the Board and the executive management of Belships and others ASA for NOK 5.2 billion.
ENTRUST GLOBAL LTD. have entered into the Transaction Agreement regarding voluntary cash tender offer to acquire Belships ASA (OB:BELCO) from shareholders, including members of the Board and the executive management of Belships and others ASA for NOK 5.2 billion on December 19, 2024. Under the terms of agreement, the Company's shareholders will be offered NOK 20.50 per Share in cash. The total value of the Offer is approximately NOK 5.182 billion, based on the number of issued and outstanding Shares (excluding the treasury shares owned by the Company) as at the date of this announcement and if the Company should resolve to distribute dividends or make any other distributions to the Company's shareholders with a record date prior to completion of the Offer, the Offer Price shall be adjusted to compensate for the effects of such dividends or other distributions. If such adjustment is made, the acceptance by a previously accepting shareholder shall be deemed an acceptance of the Offer as revised. If, as a result of the Offer, the Offeror acquires and holds 90% or more of all Shares (excluding treasury shares owned by the Company), the Offeror will have the right, and intends to, carry out a compulsory acquisition of the remaining Shares. Alternatively, if the Offeror owns more than one third but less than 90% of the Shares following completion of the Offer (such situation requiring a waiver of the minimum acceptance condition to be resolved by the Offeror in its sole discretion), the Offeror will be required to make a mandatory offer for the remaining Shares in accordance with Section 6 of the Norwegian Securities Trading Act.
The Offer is not subject to any financing condition. As further detailed and specified in the Offer Document, completion of the Offer will be subject to fulfilment or waiver by the Offeror (in its sole discretion) of the following conditions: Minimum Acceptance: The Offer shall on or prior to the expiration of the Offer Period have been validly accepted by shareholders of the Company representing more than 90% of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted (as defined below) basis, and such acceptances not being subject to any third party consents in respect of pledges or other rights, Board recommendation: A recommendation from the Board to the Company's shareholders to accept the Offer shall have been issued and not, without the Offeror's written consent or as otherwise permitted under the Transaction Agreement, been amended, modified or withdrawn, No governmental interference: No court or governmental or regulatory authority of any competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that has the effect of the Offer not being able to be consummated or, in connection with the Offer, There shall have been no material breach by the Company of the Transaction Agreement, including for the avoidance of doubt no material breach of the warranties by the Company set out in the Transaction Agreement, and the Company shall not have terminated or attempted to terminate the Transaction Agreement, and the Company shall not have taken any actions or measures which would prevent or frustrate the Offer.
The Company's board of directors (the "Board") has unanimously resolved to recommend the shareholders of Belships to accept the Offer. The Board has received a fairness opinion from Nordea Bank Abp, filial i Norge (the "Fairness Opinion") concluding that the Offer Price is fair, from a financial point of view. The board is satisfied that the offer represents a fair valuation in current circumstances, as is also reflected in the recommendation to shareholders to accept the offer. After careful consideration of the terms and conditions of the Offer, the Board has unanimously resolved to recommend that the shareholders of the Company accept the Offer. Belships shareholders representing in aggregate approximately 61.23% of the Shares (excluding treasury shares), have entered into undertakings to tender their shares into the Offer. These pre-acceptances are binding and irrevocable, unless (i) the Offer has lapsed, been terminated or otherwise expired or (ii) if the Offeror has not, on or prior to 16:30 CET on March 31, 2025. The acceptance period for the Offer is expected to commence no later than on January 24, 2025, following publication of the Offer Document, and will remain open for no less than 20 U.S. business days (the "Offer Period"). The Offeror may in its sole discretion extend the Offer Period (one or more times) up until March 31, 2025 (inclusive). Any extension of the Offer Period will be announced prior to the expiry of the prevailing Offer Period. Barring unforeseen circumstances or any extensions of the Offer Period, it is expected that the Offer will at the latest be completed during the first/second quarter of 2025, following satisfaction or waiver (as applicable) of all conditions for the Offer.
The Board has received the Fairness Opinion from Nordea Bank Abp, filial i Norge, as an independent third party, with respect to the financial aspects of the Offer. On this basis, the Board believes that the terms of the Offer are fair, from a financial point of view, and that the Offer is in the best interests of the Company, its shareholders and its employees. Fearnley Securities AS is acting as financial advisor and Wikborg Rein Advokatfirma AS is acting as legal advisor to the Belships in connection with the Offer. ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Offer. Advokatfirmaet BAHR AS and Watson Farley & Williams is acting as legal advisor to the ENTRUST GLOBAL and its affiliates in connection with the Offer.