Announcement • Jul 26
SAS Shipping Agencies Services SÀRL completed the acquisition of Gram Car Carriers ASA (OB : GCC) from Al Maritime Holding Pte Ltd., F. Laeisz GmbH, Glenrinnes Farms Ltd., HM Gram Enterprises Limited, HM Gram Investments III Limited and others.
SAS Shipping Agencies Services SÀRL entered into a non-binding and indicative offer to acquired Gram Car Carriers ASA (OB : GCC) from Al Maritime Holding Pte Ltd., F. Laeisz GmbH, Glenrinnes Farms Ltd., HM Gram Enterprises Limited, HM Gram Investments III Limited and others for approximately NOK 8 billion on February 29, 2024. On March 21, 2024, the Company and the Offeror entered into a non-disclosure agreement and standstill agreement, a process agreement and a clean room agreement, governing inter alia the Offeror's confirmatory due diligence of the Company. On April 24, 2024, the Company and the Offeror announced that they had entered into a transaction agreement pursuant to which the Offeror, subject to certain terms and conditions, would launch the Offer. A cash consideration of NOK 263.69 will be offered per Share, representing an aggregate equity purchase price of approximately NOK 7.643 billion. The Company has on April 23, 2024, resolved to distribute a dividend for the first quarter of 2024 of NOK 9.00 per Share. The Offer Price plus the Q1 Dividend will result in total cash proceeds to shareholders receiving such dividend and selling Shares in the Offer of NOK 272.69 per Share (the "Total Share Proceeds"). The Company's board of directors (the "Board") has unanimously resolved to recommend the shareholders of GCC to accept the Offer. Shareholders, including members of the Board and the executive management of the Company, who collectively own approximately 55.85% of the Company's issued and outstanding share capital, have on certain terms and conditions undertaken to accept, and have given irrevocable undertakings to accept the Offer. The acceptance period for the Offer will commence at the latest on May 31, 2024, following publication of the Offer Document, and will remain open for no less than 20 business days. As of May 27, 2024, the offer period for the Offer will commence on May 27, 2024, and expire on June 26, 2024. The offer document for the Offer (the "Offer Document") was approved by the Oslo Stock Exchange in its capacity as take-over supervisory authority on May 23, 2024. The Offer Period can be extended at the sole discretion of the Offeror as further set out in the Offer Document but will in no event be extended beyond 16:30 hours (CEST) on August 5, 2024.
The completion of the Offer will be subject to the following conditions being satisfied or waived by the Offeror (i) Shareholders of GCC representing 90% or more of the share capital on a fully diluted basis having validly accepted the Offer, (ii) the Board shall not have amended or withdrawn its recommendation of the Offer, (iii) that merger control approvals or clearances required under the merger control laws of each of Portugal, Ukraine and Japan shall have been obtained without, either unconditionally or upon conditions reasonably acceptable to the Offeror, (iv) that no intervention by any court or other governmental or regulatory authority which restrains or prohibits the completion of the Offer has occurred, (v) GCC shall have conducted its business in the ordinary course of business, (vi) no material breach by the Company of the Transaction Agreement shall have taken place, and (vi) no Material Adverse Change shall have occurred between the date of the Transaction Agreement and until settlement of the Offer. The Offeror will have the right to commence a compulsory acquisition for cash of the GCC shares not already owned by the Offeror if the Offeror becomes the owner of GCC shares representing 90% or more of the total number of shares issued by GCC. The Board has been informed that the Offeror intends to propose to the general meeting of the Company that an application shall be made to the Oslo Stock Exchange to delist the shares in the Company from the Oslo Stock Exchange in the event the Offer is completed. As of June 3, 2024, 55% of capital holders have already accepted the voluntary offer, while the remaining shareholders have until June 24, 2024, to decide on the matter. Completion is expected during Q3 or Q4 of 2024, following satisfaction or waiver of all conditions. As of June 21, 2024, The following pre-accepting primary insiders and close associates of primary insiders have accepted the Offer for all their respective Shares, representing in aggregate 381,143 Shares, equivalent to approximately 1.31% of the issued and outstanding share capital. As of June 24, 2024, the Offer being validly accepted by shareholders representing 90% or more of the issued and outstanding share capital and voting rights of the Company on a fully diluted basis and such acceptances not being subject to any third party consents in respect to pledges and other rights. As of June 26, 2024, The Offeror has received regulatory approvals from the relevant authorities in Ukraine and Portugal. The Offeror is also confident that it will receive the remaining approval from the Japan Fair Trade Commission in accordance with the timeline communicated in the Offer Document and thus that the closing condition "Regulatory Approvals" will be satisfied. The Offeror hereby announces an extension of the offer period under the Offer until 1 July 2024, subject to extension, but not beyond 5 August 2024. Subject to customary verifications, the Offeror has received acceptances under the Offer in respect of 27,119,468 Shares, representing approximately 93.56% of the issued share capital and voting rights. "Minimum acceptance" threshold of the Offer Document, has been satisfied.
Fearnley Securities AS and Jefferies LLC have acted as financial advisors, and Wikborg Rein Advokatfirma AS has acted as legal advisor, to GCC in connection with the Offer. ABG Sundal Collier ASA has provided the Board with a fairness opinion, and DHT Corporate Finance AS has provided share option value assessments, in connection with the Offer. Capient has acted as media advisor. DNB Markets, part of DNB Bank ASA, is acting as financial advisor to the Offeror and its affiliates and receiving agent in connection with the Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to the Offeror and its affiliates in connection with the Offer.
SAS Shipping Agencies Services SÀRL completed the acquisition of Gram Car Carriers ASA (OB : GCC) from Al Maritime Holding Pte Ltd., F. Laeisz GmbH, Glenrinnes Farms Ltd., HM Gram Enterprises Limited, HM Gram Investments III Limited and others on July 24, 2024. Following completion of the Offer, and based on the final counting of Shares covered by acceptances in the Offer, the Offeror holds 28,351,400 Shares, representing approximately 97.81% of the share capital. As the Offeror has become the owner of more than 90% of the Shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining Shares.