Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

GC Rieber Shipping M&A Activity 2023

Nov 13, 2023

3603_rns_2023-11-13_a5a3a6be-9959-4621-a7f1-b416b8aa15c4.pdf

M&A Activity

Open in viewer

Opens in your device viewer

Strictly Private & Confidential

13 November 2023

To the Independent Committee of the Board of Directors of:

GC Rieber Shipping ASA Solheimsgaten 15 5058 Bergen Norway

FAIRNESS OPINION

To the Independent Committee of the Board of Directors of GC Rieber Shipping ASA,

Pareto Securities AS ("PSEC") has been engaged by the Independent Committee of the Board of Directors ("Committee") of GC Rieber Shipping ASA ("Company" or "RISH") to provide an opinion ("Opinion") on the voluntary cash offer for all the outstanding shares in the Company ("Offer") by GC Rieber AS ("Offeror") announced on 13 November 2023 ("Transaction"). The Offeror's bid of NOK 8.80 per share ("Offer Price") equates to an approximate total equity value for RISH of NOK 758m ("Transaction Valuation").

PSEC has prepared this Opinion on the basis of publicly available information and information from the Company, including inter alia management estimates. Pareto has based its statement on the presumption that this material is accurate and correct. Pareto has not undertaken any independent examination in this respect and does not represent or warrant its accuracy. Our assessment leverages recognized valuation methodologies deemed pertinent and is predicated on current market and economic conditions verifiable as of today's date.

In our assessment, we find that the Offer is in line with the underlying values in the Company, whereas industry peers in the wind support industry trade at significant discounts to their underlying values. The Offer provides shareholders with an opportunity to realize their investments at or close to underlying asset values. Based on the totality of considerations, PSEC concludes that the Offer is fair from a financial perspective.

For this engagement, PSEC will receive a fixed fee that is not contingent upon the Opinion's conclusions. As of today, PSEC has no ongoing engagements with either the Committee or the Company. However, given our position in the Nordic financial market, future assignments could emerge, though none are perceived to influence this current Opinion. The Opinion is dated 13 November 2023 and does not account for subsequent events or information.

While this Opinion is formulated with due care, it inherently bears elements of uncertainty. Although reasonable care and efforts have been exerted, PSEC does not accept any legal or financial liability arising from this Opinion or for any consequences resulting from acting to or relying on statements made in the Opinion.

This Opinion is not an endorsement or a recommendation for the Committee, the Company, or its shareholders to either accept or decline the Transaction. We advise the Committee to weigh this proposal against its own analysis and preferences.

On behalf of Pareto Securities AS,

Christian Løken Senior Partner | Investment Banking