AMSC ASA — M&A Activity 2023

Aug 22, 2023

AMSC ASA - SALE OF THE U.S. JONES ACT ACTIVITIES TO A FUND MANAGED BY MARITIME PARTNERS, LLC

AMSC ASA - SALE OF THE U.S. JONES ACT ACTIVITIES TO A FUND MANAGED BY MARITIME PARTNERS, LLC

Lysaker, August 22, 2023 - Reference is made to the joint announcement made by

AMSC ASA ("AMSC") and Maritime Partners, LLC. ("Maritime Partners") today

regarding the signing by AMSC and Project Merchant Acquisition LLC (the "PM

Acquisition"), a newly-formed company owned and controlled by a fund managed by

Maritime Partners, of a share purchase agreement (the "SPA") for PM

Acquisition's purchase of American Tanker Holding Company, Inc. ("ATHC"), a

wholly-owned subsidiary of AMSC (the "Transaction").

Pål Lothe Magnussen, CEO of AMSC commented that "the management team at AMSC is

pleased that a Maritime Partners managed fund, a leading Jones Act leasing

company, is acquiring our Jones Act business. We believe this is the ideal new

owner of this business for the next phase in the lifecycle of these assets.

AMSC's ownership tenure has surpassed 18 years since the ships were ordered,

during which significant financial profits have been created and provided to

AMSC and its shareholders. We believe that the long remaining commercial life of

the fleet in combination with strong bareboat charter contract cover in a strong

market represents a good opportunity and point in time for us to reconsider

capital allocation for AMSC and strategy going forward, and this transaction is

a natural step in this process."

Key terms of the Transaction

ATHC, directly or indirectly, owns all shares in each of American Shipping

Corporation, American Tanker, Inc., ASC Leasing I, Inc, ASC Leasing II, Inc, ASC

Leasing III, Inc, ASC Leasing IV, Inc ASC Leasing V, Inc, ASC Leasing VI, Inc

and ASC Leasing VII, Inc, ASC Leasing VIII, Inc, ASC Leasing IX, Inc and ASC

Leasing X, Inc. The Transaction does accordingly comprise all of the ownership

interests in AMSC group's ten vessels operating in the U.S. Jones Act market and

related activities.

AMSC will receive cash proceeds from the Transaction of in aggregate USD 249.3

million, divided between consideration for the shares in ATHC and repayment of a

shareholder loan, reflecting an enterprise value of ATHC of USD 746.7 million

based on the balance sheet of ATHC as at March 31, 2023. The consideration

represents a premium to current implied trading value of AMSC and a valuation of

ATHC that is 2.4x book equity (based on year end 2022 book equity and including

the shareholder loan) and EV/EBITDA (2022) ratio of 9.1x and P/E ratio of 19.8x

(2022).

Pursuant to the SPA, the purchase price for the shares will be adjusted for any

deviation (positive or negative) between budgeted and actually incurred capex

relating to a 15 year special survey for each of the MR tanker vessels Seakay

Star and Seakay Valor, and certain other non-material planned capex items. The

special survey for Seakay Valor was completed during the second quarter of 2023,

and Seakay Star is scheduled to be completed during the fourth quarter of 2023.

USD 246.3 million of the gross cash proceeds are payable to AMSC at completion

of the Transaction, while the remaining USD 3 million (as adjusted, if relevant)

is expected to be paid during the first quarter of 2024.

Completion of the Transaction is subject to the approval of the Transaction by

the AMSC general meeting with no less than a 2/3 majority of the shares and the

votes represented at the general meeting, which also is in line with the

recommendation in section 14 of the Norwegian Code of Practice for Corporate

Governance. Notice of an extraordinary general meeting to consider the

Transaction (the "EGM") is expected to be sent to the AMSC shareholders on or

about August 29, 2023, and the EGM is expected to be held during the second half

of September 2023. Completion is in addition conditional upon the fulfilment of

certain customary conditions, including, inter alia, expiry or termination of

the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act,

no material breach of the SPA and absence of material adverse event.

The main shareholders in AMSC, Aker Capital AS and DNB Bank ASA, holding in

aggregate 34.61% of the shares and votes in AMSC, have irrevocably and

unconditionally agreed to exercise all voting rights in respect of its

respective shares in AMSC in favor of the Transaction.

AMSC has given certain customary representations and warranties in respect of

ATHC, its subsidiaries, financial position, tax matters, assets, rights,

obligations, business and operations as at the date of signing of the SPA and as

of completion of the Transaction. Any breach of fundamental warranties, such as

ownership to shares in ATHC or a subsidiary, or warranties relating to tax

matters can in general only be claimed by the Buyer under a W&I insurance taken

out in connection with the Transaction, and AMSC may in practice only be liable

if a breach of any such warranty is caused by wilful misconduct or fraud by

AMSC. For breach of any other warranty, AMSC may, subject to certain customary

limitations, be held liable up to an amount of USD 40 million for a period of 12

months following completion of the Transaction.

Completion of the Transaction is expected to occur on or before October 31,

2023. In the event completion has not occurred within December 22, 2023, each

party has a right to terminate the SPA, and accordingly abandon the Transaction,

provided that the party wanting to terminate has not caused the delay, and

further provided that the parties have discussed in good faith a potential

extension of the said deadline prior to such termination.

As security for any claims under the SPA, AMSC has undertaken, for a period of

12 months following completion of the Transaction, to maintain a minimum equity

of USD 45 million.

In respect of the Senior Unsecured USD 220,000,000 Callable Bond Issue 2020/2025

(ISIN NO 0010886328), issued by American Tanker, Inc., a fully owned subsidiary

of ATHC, the intention is to call for a bondholder meeting to seek bondholders'

approval for certain amendments to the bond terms.

AMSC going forward

Following closing of the Transaction, the board of directors of AMSC intends to

resolve paying an additional dividend of USD 170 million. The expected

additional dividend equates to about NOK 25.1 per share assuming a NOK/USD

exchange rate of 10.6. AMSC will retain the remaining cash proceeds from the

Transaction to be used for general corporate purposes and equity for future

investments in new projects.

AMSC will continue to own the Normand Maximus on bareboat contract to a single

purpose subsidiary of Solstad Offshore. This business unit generates an annual

EBITDA of about USD 30 million and provides significant dividend capacity.

AMSC will remain as a public company with shares listed on the Euronext Oslo

Stock Exchange and continue to grow within the maritime ship owning and ship

leasing market. Aker will remain as a key shareholder, and the existing

management and board of directors will continue as is.

AMSC will continue to seek attractive risk/reward projects offering flexible

solutions to operators in the shipping and offshore markets, targeting medium

term contracts with extension optionality, and preferably participating in

future upside through profit sharing mechanisms.

AMSC will continue to pay quarterly attractive dividends.

Company Contacts

Pål Lothe Magnussen, +47 90 54 59 59, pm@amscasa.com

About AMSC

Established in 2005 and listed on the Euronext Oslo Stock Exchange (ticker

AMSC), AMSC is a ship owning company with nine modern handy size product

tankers, one modern handy size shuttle tanker and one subsea construction vessel

on bareboat charters with various counterparties. AMSC has a significant

contract backlog, as well as profit sharing agreements, which offers visibility

with respect to future earnings and potential dividend capacity. Following

completion of the Transaction, the only remaining vessel of the group will be

the subsea construction vessel Normand Maximus, which is chartered to a single

purpose subsidiary of Solstad Offshore ASA.

AMSC's ambition to pay attractive dividends to its shareholders remains after

completion of the Transaction. Further information is available at

www.amscasa.com.

*****

This information is considered to include inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Morten Bakke, CFO, AMSC ASA,

on August 22, 2023 at 08:32 CET.

This communication is not an offer to sell or purchase, or the solicitation of

an offer to sell or purchase, any securities, or the solicitation of a proxy, in

any jurisdiction in which, or to any person to whom, such offer, sale or

solicitation is not authorized or would be unlawful.