M&A Activity • Jul 24, 2024
M&A Activity
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SAS Shipping Agencies Services Sàrl has completed the recommended voluntary cash offer to acquire all issued and outstanding shares of Gram Car Carriers ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, SOUTH KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
24 July 2024:
Reference is made to the recommended voluntary cash offer (the "Offer") by SAS
Shipping Agencies Services Sàrl (the "Offeror") to acquire all issued and
outstanding shares (the "Shares") of Gram Car Carriers ASA ("GCC" or the
"Company") at a cash consideration of NOK 263.69 per Share (the "Offer Price"),
as further set out in the offer document dated 23 May 2024 (the "Offer
Document"), and the stock exchange announcements on 1 July 2024 and 11 July 2024
regarding the final result and settlement of the Offer.
The Offeror hereby announces that the Offer has been completed and that
settlement of the Offer has been made pursuant to the terms set out in Section
4.14 (Settlement) of the Offer Document.
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 and voting rights of the
Company (excluding the 300,000 Shares owned by the Company).
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 pursuant to Section 4-25 of the Norwegian Public Limited
Liability Companies Act and Section 6-22 of the Norwegian Securities Trading
Act, at a redemption price per Share equal to the Offer Price. A separate stock
exchange announcement will be published when the compulsory acquisition has been
resolved by the board of directors of the Offeror. Following the compulsory
acquisition, the Offeror will pursue a delisting of the Shares from the Oslo
Stock Exchange. A separate stock exchange announcement will be published
regarding the timing of the delisting. Furthermore, the Company will, following
the completion of the Offer, issue a notice to withdraw the Shares from trading
on the OTCQX® Best Market, New York, where the Shares currently are trading
under the ticker "GCCRF". A separate stock exchange announcement will be
published regarding the timing of the withdrawal.
About Gram Car Carriers
GCC is the world's third-largest tonnage provider within the Pure Car Truck
Carriers (PCTCs) segment with 17 owned vessels, across the Distribution, Mid
-size and Panamax segments. The Company provides vessels and logistics solutions
ensuring safe and efficient shipment of vehicles for a network of clients
comprising of major global and regional PCTC operators.
About the Offeror and the MSC Group
The Offeror is a wholly owned subsidiary of MSC Mediterranean Shipping Company
SA (together with its subsidiaries, the "MSC Group"). The MSC Group is a private
global leader in transportation and logistics founded in 1970 and headquartered
in Geneva, Switzerland since 1978. It is owned and managed by the Aponte family.
Despite having grown organically and through several strategic acquisitions over
the past decades to become a leading transportation and logistics conglomerate,
the MSC Group remains true to its core values at all times, particularly family
spirit and care for its 200,000 employees. As one of the world's leading
container shipping lines, the MSC Group has 675 offices across 155 countries
worldwide. With access to a network of road, rail, air and sea transport
resources which stretches across the globe, the MSC Group prides itself on
delivering global service with local knowledge. The MSC Group's shipping line
sails on more than 300 trade routes, calling at over 520 ports.
Advisors:
Fearnley Securities AS and Jefferies LLC are acting as financial advisors to the
Company. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company
in connection with the Offer. Capient AS is acting as investor relations and
communications 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.
IR Contacts:
Gram Car Carriers ASA
Mas Gram, Head of Projects and IR
Telephone: +47 95 41 00 93
E-mail: [email protected]
Media Contacts:
Gram Car Carriers ASA
Jan Petter Stiff, senior adviser Capient AS
Telephone: +47 995 13 891
E-mail: [email protected]
For MSC and the Offeror:
Giles Read, Global Head of Public Relations
Telephone: +41 22 703 88 88
E-mail: [email protected]
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
***
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms will not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in
which such would be unlawful. The Offeror does not assume any responsibility in
the event there is a violation by any person of such restrictions. Persons in
the United States (the "U.S.") should review "Notice to U.S. Shareholders"
below. Persons into whose possession this announcement or such other information
should come are required to inform themselves about and to observe any such
restrictions.
This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to does not constitute or form any part
of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Shareholders
The Shares are admitted to trading on the OTCQX[® ]Best Market in New York, the
U.S., a non-regulated over-the-counter market place operated by the OTC Market
Group. U.S. Shareholders (as defined below) are advised that the Shares are not
listed on a U.S. securities exchange and that GCC is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is made to holders of Shares resident or with a place of habitual
abode in the U.S. ("U.S. Shareholders") on the same terms and conditions as
those made to all other holders of Shares of GCC to whom an offer is made. Any
information documents, including the Offer Document, are being disseminated to
U.S. Shareholders on a basis comparable to the method that such documents are
provided to GCC's other Shareholders to whom an offer is made. The Offer is made
by the Offeror and no one else.
The Offer relates to shares of a Norwegian company listed and trading on the
Oslo Stock Exchange and is subject to the legal provisions of the Norwegian
Securities Trading Act regarding the implementation and disclosure requirements
for such an offer, which differ substantially from the corresponding legal
provisions of the U.S. The Offer is made to U.S. Shareholders pursuant to
Section 14I and Regulation 14E under the U.S. Exchange Act as a "Tier I" tender
offer, and otherwise in accordance with the requirements of Norwegian law.
Accordingly, the Offer is subject to disclosure and other procedural
requirements that are different from those that would be applicable under U.S.
domestic tender offer procedures and law. Furthermore, the payment and
settlement procedure with respect to the Offer will comply with the relevant
rules of the Norwegian Securities Trading Act, which differ from payment and
settlement procedures customary in the U.S., particularly with regard to the
payment date of the consideration. Pursuant to an exemption from Rule 14e-5
under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting
as agents for the Offeror or its affiliates, as applicable) may from time to
time, and other than pursuant to the Offer, directly or indirectly, purchase or
arrange to purchase, Shares or any securities that are convertible into,
exchangeable for or exercisable for such Shares outside the U.S. during the
period in which the Offer remains open for acceptance, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. To the extent information about such
purchases or arrangements to purchase is made public in Norway, such information
will be disclosed by means of an English language press release via an
electronically operated information distribution system in the U.S. or other
means reasonably calculated to inform U.S. Shareholders of such information. In
addition, the financial advisors to the Offeror may also engage in ordinary
course trading activities in securities of GCC, which may include purchases or
arrangements to purchase such securities.
Neither the SEC nor any US state securities commission or U.S. regulatory
authority has approved or disapproved the Offer or passed any comment upon the
adequacy, accuracy or completeness of the Offer Document or any other documents
regarding the Offer. Any representation to the contrary is a criminal offense in
the U.S.
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