Chat with Filing

Ask questions about this document
Please log in or register to use the chat feature. Please register first.
ISS - Statement from the Independent Bid Committee of Concordia Maritime regarding the public offer from Stena Sessan

Company: Concordia Maritime Date: 2023-12-12 Language: English Register to download
Loading document preview...
Document Preview Not Available

The file type (.pdf) cannot be displayed directly here.
Open Original File
Error loading document preview. Please try the 'Open Original File' link.
You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:
Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon
**Regulatory press release** 12 December 2023

# **Statement from the Independent Bid Committee of Concordia Maritime regarding the public offer from Stena Sessan**

This statement is made by the Independent Bid Committee (the "**Committee**") of Concordia Maritime AB (publ) (the "**Company**" or "**Concordia Maritime**") pursuant to section II.19 of Nasdaq Stockholm's Takeover rules (the "**Takeover rules**"). The Committee has unanimously decided to recommend the shareholders of Concordia Maritime to accept the Offer (as defined below).

## **The Offer**

On 12 December 2023, Stena Sessan AB ("**Stena Sessan**"), announced a public offer to acquire all class B shares in Concordia Maritime not already held by Stena Sessan for SEK 9.80 in cash per share (the "**Offer**"). The Offer values all shares in Concordia Maritime at approximately SEK 468 million (based on 4,000,000 class A shares and 43,729,798 class B shares in Concordia Maritime). Stena Sessan has announced that the consideration of SEK 9.80 in the Offer will not be increased.

The price in the Offer represents a premium of1:

- 55.6 per cent compared to the closing price on Nasdaq Stockholm on 11 December 2023 (the last day of trading prior to the announcement of the Offer) of SEK 6.30 for the class B shares;
- 58.2 per cent compared to the volume-weighted average trading price of SEK 6.19 for the class B shares over the last 30 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer); and
- 59.2 per cent compared to the volume-weighted average trading price of SEK 6.16 for the class B shares over the last 90 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer).

The acceptance period in the Offer is expected to commence on 14 December 2023 and end on 11 January 2024. Stena Sessan has reserved the right to extend the acceptance period in the Offer. Completion of the Offer is conditional upon, among other things, Stena Sessan obtaining necessary clearances, approvals, decisions and other actions from authorities and that the Offer is accepted to such extent that Stena Sessan becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Concordia Maritime. Stena Sessan has reserved the right to waive this condition and complete the Offer at a lower level of acceptance.

## **The Independent Bid Committee and the process for evaluating the Offer**

The Committee consists of Ulrika Laurin (chairperson) and Mats Jansson. As the Board member Henrik Hallin is CFO of Stena Adactum, he has not participated in the Board's evaluation of or decisions relating to the Offer. Furthermore, due to previous assignments for the Stena sphere, chairperson of the Board Stefan Brocker has not participated in the Board's evaluation of or decisions relating to the Offer.

<sup>1</sup> Source for Concordia Maritime's stock price: Nasdaq Stockholm.

The Committee has appointed Fearnley Securities AS ("**Fearnley**") as financial advisor and Setterwalls Advokatbyrå AB as legal advisor in connection with the Offer. The Committee has also engaged Fearnley to provide a so-called fairness opinion regarding the Offer. Fearnley's statement is attached to this press release.

The Committee's perception of the Offer is based on an assessment of several factors that the Committee considers to be relevant in relation to the evaluation of the Offer. These factors include, but are not limited to, Concordia Maritime's current strategic and financial position, prevailing market conditions, operational opportunities and challenges, the Company's expected future development and opportunities and risks related to this.

In the evaluation of the Offer, the Committee has analysed the Offer using methods that are normally used to evaluate public offers regarding listed companies, including discounted cash flow valuation, adjusted net asset valuation, Concordia Maritime's valuation in relation to comparable listed companies and comparable transactions, bid premiums in previous public takeover offers on Nasdaq Stockholm, the Company's share price and the Committee's view of Concordia Maritime's ability to deliver value to shareholders in the long term. The Committee also notes that the significant shareholding that Stena Sessan holds in Concordia Maritime, limits the possibilities of potential alternative bidders.

Upon written request from Stena Sessan, the Committee has permitted Stena Sessan to review limited information for confirmatory purposes in connection with preparation of the Offer. No inside information has been exchanged in connection with the review.

#### **The considerations and recommendation of the Independent Bid Committee**

Concordia Maritime's fleet consists of one vessel, the product tanker Stena Polaris, which was built in 2010 and has a deadweight of 62,500 tons. Since early 2022, Stena Polaris has been chartered out on bareboat charter2 to Crowley Government Services Inc., USA (the "**Charterer**"). In turn, the Charterer has chartered out the vessel on time charter3. The contract with the Charterer includes options which give the Charterer the right to extend the bareboat charter until the end of 2026 or, until at the latest when the vessel reaches 20 years of age in 2030. The Company's revenues from the bareboat rate are expected to amount to approximately SEK 8.3 million net per quarter until and including August 2026, and thereafter approximately SEK 9.1 million net per quarter until the end of the charter provided that the Charterer exercises its extension options. <sup>4</sup> There are no loans associated with Stena Polaris.

As of 30 September 2023, Stena Polaris was valued by three independent shipbrokers and the average of these valuations amounted to USD 29.1 million (SEK 316 million5) on a charter-free basis. Given that the vessel is tied up on a bareboat charter concluded in a weak market, the price of the ship if sold today, which would require a novation of the existing charter to the buyer, is assumed to be lower. Estimates from brokers in October 2023 value the vessel with "charter attached" at between USD 19.5 million to USD 24.5 million. The book value as of 30 September 2023 was SEK 215.4 million. It should be noted that vessel values are significantly influenced by freight market developments.

<sup>2</sup> *Bareboat charter* means that the shipowner rents out the vessel unmanned for a fixed period at fixed rates. The charterer is responsible for all costs such as technical operation and maintenance, manning, and insurance in addition to voyage costs.

<sup>3</sup> *Time charter* means that the shipowner rents out the vessel, complete and manned, for a fixed period at fixed rates. The charterer is responsible for voyage costs such as bunker oil and port charges.

<sup>4</sup> Based on exchange rate SEK/USD: 10.91.

<sup>5</sup> Exchange rate SEK/USD: 10.91.

The Committee has investigated alternative ways forward for the Company. One scenario is that the Company continues to own and operate Stena Polaris as the only vessel in its fleet. The vessel is fixed on a long bareboat charter, which was entered into at a time when the freight market was very weak. The vessel has undergone technical adjustments to suit the Charterer, which increases the possibility that the Charterer will choose to keep the vessel for as long as possible. The probability that the vessel would be returned to the Company before the end of 2030 is considered low, which creates stability regarding earnings assumptions but limits a possible upside. At the time of an assumed redelivery in 2030, the vessel will be 20 years old and, taking into account, among other things, the expected tightening of the shipping industry's international regulations on ship emissions and technical features, it can be assumed that the vessel's value at this time will start to approach scrap value.

Another option is that the vessel is redelivered to the Company prior to 2030. The reason could be that the freight market develops to levels significantly below the existing charter level or that the vessel no longer suits the needs of the ultimate Charterer. In a situation with redelivery in a weak freight market, it can be assumed that it will be challenging for the Company to find profitable employment for the vessel. Tighter regulations may also result in the need for significant investments in the vessel, which would have been more economically justifiable if the vessel had been younger.

As previously communicated, the Company has over the past year evaluated a number of projects and business opportunities in order to develop the Company within the maritime sector, including offshore wind, dry cargo and product tanker shipping. Since many segments in shipping are historically highly valued, it has been difficult to find the right realization plan. These business opportunities all have in common that they require significant capital injections from shareholders over time, something that the Company's Board of Directors has deemed very challenging to achieve.

Taking into account the significant capital injections that would be required to build a new business from scratch and the risk that such a long-term project would entail, the Committee is of the opinion that the Offer, if completed, will enable Concordia Maritime's shareholders to, in the near future and without risk, realize the value of their share investment in cash at a significant premium to the prices at which Concordia Maritime's shares have been trading prior to the announcement of the Offer. The Committee notes that Peter Edwall, who via Ponderus Invest AB holds 2,309,006 class B shares in Concordia Maritime, corresponding to approximately 4.84 per cent of the shares and approximately 2.76 per cent of the votes, has declared his support for and intention to accept the Offer.

In the assessment of the Offer, the Committee has considered the fairness opinion issued by Fearnley, according to which the Offer is deemed fair from a financial point of view, to the holders of class B shares in Concordia Maritime, based on the assumptions and considerations included in the statement.

## **Consequently, the Committee has unanimously decided to recommend the shareholders of Concordia Maritime to accept the Offer.**

#### **Effects for Concordia Maritime and its employees**

According to the Takeover rules, the Board must report its opinion on the impact that the fulfilment of the Offer may have on Concordia Maritime, particularly in terms of employment, and its opinion on Stena Sessan's strategic plans for the Company and the effects that these can be expected to have on its employees and on the places where Concordia Maritime conducts its business. Stena Sessan states the following in the press release regarding the Offer:

*"Stena Sessan values the expertise of Concordia Maritime's management and employees and intends to maintain the solid relationships that Concordia Maritime has with its employees. It is Stena Sessan's current intention to keep Concordia Maritime's operations intact, without any material changes with regard to Concordia Maritime's employees and management or to Concordia Maritime's existing organization and operations, including the terms of employment and locations of the operations, other than such changes which have already been resolved upon by Concordia Maritime. Any specific initiatives to be implemented in the Company will be determined together with Concordia Maritime's management, in light of a detailed review of the operations in the period following the completion of the Offer. Before then, it is too early to say which initiatives will be implemented and the impact these could have. Furthermore, it is assumed that the Offer will not result in any changes with regard to Stena Sessan's employees and management, and Stena Sessan does not have any strategic plans which could have an impact on the terms of employment and locations where Stena Sessan's operations are conducted."*

The Committee assumes that Stena Sessan's description is accurate and has in relevant aspects no reason to believe otherwise.

This statement by the Independent Bid Committee is governed by and shall be interpreted in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by a Swedish court.

Gothenburg, 12 December 2023

The Independent Bid Committee for Concordia Maritime AB (publ)

#### **Contact person:**

\_\_\_\_\_\_\_\_\_\_

Ulrika Laurin, chairperson of the Independent Bid Committee for Concordia Maritime AB (publ), email ulrika.laurin@concordiamaritime.com or telephone +46 765 11 84 45.

This information is information that Concordia Maritime AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover rules. The information was submitted for publication, through the agency of the above contact person, at 8.15 CET on 12 December 2023.