Gram Car Carriers ASA

M&A Activity • Apr 24, 2024

Agreement to launch recommended voluntary cash offer of NOK 263.69 per share to the shareholders of Gram Car Carriers ASA

Agreement to launch recommended voluntary cash offer of NOK 263.69 per share to the shareholders of Gram Car Carriers ASA

JOINT PRESS RELEASE

Agreement to launch recommended voluntary cash offer of NOK 263.69 per share to

the shareholders 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,

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DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 24 April 2024.

The board of directors of Gram Car Carriers ASA ("GCC" or the "Company", and,

together with its subsidiaries, the "Group", OSE ticker "GCC") today announces

that an agreement (the "Transaction Agreement") has been reached with SAS

Shipping Agencies Services Sàrl ("SAS" or the "Offeror") for the launch by the

Offeror of a recommended voluntary cash tender offer (the "Offer") to acquire

all issued and outstanding shares of the Company (the "Shares"). A cash

consideration of NOK 263.69 (the "Offer Price") will be offered per Share,

representing an aggregate equity purchase price of approximately NOK 7.643

billion (excluding the treasury shares owned by the Company).

The Company has on 23 April 2024 resolved to distribute a dividend for the first

quarter of 2024 of NOK 9.00 per Share (the "Q1 Dividend").

The Offer Price plus the Q1 Dividend will result in a 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 Total Share Proceeds represent:

* A premium of 28.3% to the closing trading price for the Shares on 23 April

2024 of NOK 212.5; and

* A premium of 33.8%, 28.5% and 77.7% to the 30-, 90- and 365-days volume

weighted average share price adjusted for dividend up to and including 23 April

2024 of NOK 203.8, 212.1 and 153.4, respectively; and

* A premium of 17.5% compared to the all-time high closing trading price for the

Shares of NOK 232.0, adjusted for dividend up to and including 23 April 2024.

The Offeror is a wholly owned subsidiary of MSC Mediterranean Shipping Company

SA ("MSC" and, together with its subsidiaries, the "MSC Group").

The Company's board of directors (the "Board") has unanimously resolved to

recommend the shareholders of GCC to accept the Offer. The Board has received a

fairness opinion from ABG Sundal Collier ASA (the "Fairness Opinion") concluding

that the Offer Price is fair, from a financial point of view.

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 (excluding treasury shares owned by the Company), have

on certain terms and conditions undertaken to accept the Offer. The Company's

largest shareholders (F. Laeisz GmbH, AL Maritime Holding Pte. Ltd., Glenrinnes

Farms Limited, HM Gram Investment III Limited and HM Gram Enterprises Limited),

which in aggregate hold approximately 54.54% of the Shares (excluding treasury

shares owned by the Company), have given irrevocable undertakings to accept the

Offer.

Ivar Myklebust, Chair of the Board, comments; "Gram Car Carriers represents a

proud history of more than 40 years of engagement in the global car shipping

industry. Since the listing on Euronext in Oslo in 2022, the Company has

successfully executed the long-term strategy by delivering safe and efficient

operations for customers world-wide, rechartering the fleet in a historically

strong market and completed accretive vessel transactions. This is reflected in

significant value creation through increased cash generation, material share

price appreciation and attractive quarterly dividend distributions. Today's

voluntary offer by one of the world's leading maritime groups, is a validation

of the unique position GCC has built as a leading car shipping tonnage provider

and the long-term commitment put in by the entire team. The board is satisfied

that the offer represents a fair valuation of GCC, as is also reflected in the

recommendation to shareholders to accept the offer."

It is the intention of the Offeror to continue the Group's operation as is under

the same name and organisation, and to continue delivering the same quality of

service to the customers on an uninterrupted basis.

Key highlights of and summary of the Offer:

The complete details of the Offer, including all terms and conditions, will be

included in an offer document (the "Offer Document") to be sent to the Company's

shareholders with known addresses following review and approval by the Oslo

Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act.

The Offer Document is expected to be approved by the Oslo Stock Exchange in time

for the Offer Period (defined below) to commence no later than on 31 May 2024.

The Offer may only be accepted on the basis of the Offer Document.

The Offer will not be made in any jurisdiction in which the making of the Offer

would not be in compliance with the laws of such jurisdiction.

Offer Price

The Company's shareholders will be offered NOK 263.69 per Share in cash. The

total value of the Offer is approximately NOK 7.643 billion, based on the number

of issued and outstanding Shares (excluding the treasury shares owned by the

Company) as at the date of this announcement. No commission will be charged in

connection with the Offer.

The Offer Price plus the Q1 Dividend will result in a Total Share Proceeds to

shareholders receiving such dividend and selling Shares in the Offer of NOK

272.69 per Share.

If the Company should resolve to distribute dividends or make any other

distributions to the Company's shareholders with a record date prior to

completion of the Offer, the Offer Price shall be adjusted to compensate for the

effects of such dividends or other distributions other than the Q1 Dividend. If

such adjustment is made, the acceptance by a previously accepting shareholder

shall be deemed an acceptance of the Offer as revised.

The Offer Price shall be adjusted to compensate for the effects of any sale by

the Company of its treasury shares (taking into consideration the cash proceeds

received by the Company as a result of such sale). If such adjustment is made,

the acceptance by a previously accepting shareholder shall be deemed an

acceptance of the Offer as revised.

Offer Period

The acceptance period for the Offer will commence at the latest on 31 May 2024,

following publication of the Offer Document, and will remain open for no less

than 20 business days (the "Offer Period"). The Offeror may in its sole

discretion extend the Offer Period (one or more times) up to a total Offer

Period of 10 weeks. Any extension of the Offer Period will be announced prior to

the expiry of the prevailing Offer Period.

Barring unforeseen circumstances or any extensions of the Offer Period, it is

expected that the Offer will be completed during the third quarter or, at the

latest in the fourth quarter, of 2024, following satisfaction or waiver (as

applicable) of all conditions for the Offer.

Board Recommendation

After careful consideration of the terms and conditions of the Offer, the Board

has unanimously resolved to recommend that the shareholders of the Company

accept the Offer. The Board has based its recommendation on an assessment of

various factors, including but not limited to, its assumptions regarding the

Company's business and financials, performance and outlook.

When resolving to recommend the Offer, the Board has considered the Offer Price

and the other terms and conditions of the Offer. The Board has received the

Fairness Opinion from ABG Sundal Collier ASA, as an independent third party,

with respect to the financial aspects of the Offer. On this basis, the Board

believes that the terms of the Offer are fair, from a financial point of view,

and that the Offer is in the best interests of the Company, its shareholders and

its employees.

Pre-acceptances

Certain members of the Board and members of the executive management of the

Company, being Ivar Myklebust (Chair), Christine Rødsæther (Board member), Nils

Kristoffer Gram (Board member), Georg A. Whist (Chief Executive Officer), Gunnar

Koløen (Chief Financial Officer), Børre Mathisen (Chief Operating Officer) and

Harald Mathias Gram (Head of Projects), holding in aggregate 381,138 Shares,

directly or indirectly through investment companies, (representing approximately

1.31% of the total issued share capital of the Company (excluding treasury

shares owned by the Company)) have provided irrevocable, unconditional

undertakings to pre-accept the Offer in respect of the Shares they hold. These

pre-acceptances are binding and irrevocable unless an unsolicited bona fide

competing offer by any third party for all issued and outstanding shares of the

Company, on more favourable terms than the Offer, is made prior to the

expiration of their respective undertakings ("Competing Offer"), except if the

Offeror no later than five (5) business days after being notified about the

Competing Offer in writing confirms that an amended Offer will be made and that

such Offer matches or is superior to the Competing Offer. Furthermore, the pre

-acceptances may be withdrawn by written notice if (i) the Offer Period has not

commenced on or prior to 31 May 2024, or (ii) the Offeror has not, on or prior

to 16:30 CEST on 30 September 2024, or such later date agreed between the

Offeror and the Company publicly announced that the conditions for closing of

the Offer have been satisfied or waived by the Offeror.

In addition, the largest shareholders of the Company, representing approximately

54.54% of the Shares (excluding treasury shares owned by the Company) have

entered into undertakings to tender their shares into the Offer. These pre

-acceptances are binding and irrevocable, unless (i) the Offer Period is not

commenced on or prior to 31 May 2024 or (ii) the Offeror has not, on or prior to

16:30 CEST on 30 September 2024 or such later date agreed between the Offeror

and the Company, publicly announced that the conditions for closing of the Offer

have been satisfied or waived by the Offeror.

Background and Rationale for the Offer

The Offeror's main objective is to expand the MSC Group's presence in the market

for car transportation at sea. This market presents business elements that are

familiar to the MSC Group, which already has two car carrier ships (capacity

6,700 car equivalent units (CEUs) each) and transports regularly, on its

containerised vessels, an important volume of cars (in containers). The Group,

with its current fleet of 18 owned car transportation vessels and its management

and operational know-how, will be of great value to the MSC Group going forward,

while, at the same time, the contemplated transaction will enable the Group and

its customers to benefit from the global logistics expertise and footprint of

the MSC Group.

Conditions for Completion of the Offer

The Offer is not subject to any financing condition. As further detailed and

specified in the Offer Document, completion of the Offer will be subject to

fulfilment or waiver by the Offeror (in its sole discretion) of the following

conditions:

* Minimum acceptance: The Offer shall on or prior to the expiration of the Offer

Period have been validly accepted by shareholders of the Company representing

90% or more of the issued and outstanding share capital and voting rights of the

Company on a Fully Diluted (as defined below) basis, and such acceptances not

being subject to any third party consents in respect of pledges or other rights.

For this purpose, "Fully Diluted" shall mean all issued Shares, for the

avoidance of doubt excluding the Company's treasury shares at the time of

completion of the Offer, together with all shares which the Company would be

required to issue if all rights to subscribe for or otherwise require the

Company to issue additional shares, under any agreement or instrument, existing

at or prior to completion of the Offer, were exercised, with the exception of

the 800,000 share options and 416,718 matching shares issued or to be issued by

the Company, which shall be settled in cash in conjunction with the completion

of the Offer.

* Board recommendation: An unanimous recommendation from the Board to the

Company's shareholders to accept the Offer shall have been issued and not,

without the Offeror's written consent or as otherwise permitted under the

Transaction Agreement, been amended, modified or withdrawn.

* Regulatory approvals: The merger control approvals or clearances required

under the merger control laws of each of Portugal, Ukraine and Japan shall have

been obtained, either unconditionally or upon conditions reasonably acceptable

to the Offeror, or be deemed, by operation of applicable law, to have been

obtained, e.g. on grounds of the lapse, expiration or termination of the

applicable waiting periods or on grounds that jurisdiction has been declined.

* Executive Management: Neither of the members of the Company's executive

management (Georg A. Whist (Chief Executive Officer), Gunnar Koløen (Chief

Financial Officer), Børre Mathisen (Chief Operating Officer) and Harald Mathias

Gram (Head of Projects & IR) shall have terminated their employment agreements

with the Group.

* No action by relevant authority: No relevant authority of a competent

jurisdiction shall have taken any form of legal action (whether temporary,

preliminary or permanent) that prohibits the consummation of the Offer or shall

in connection with the Offer have imposed conditions upon the Offeror, the

Company or any of their respective affiliates.

* Ordinary course of business: Except as explicitly provided for in the

Transaction Agreement, (i) the business of the Group, in the period until

settlement of the Offer, shall in all material respects have been conducted in

the ordinary course and in accordance with applicable law, regulations and

decisions of any relevant authority; (ii) there has not been made, and not been

passed any decision to make or published any intention to make, any corporate

restructurings, changes in the share capital of the Company or any of its

subsidiaries, issuance of rights which entitles holders to demand new shares or

similar securities in the Company or any of its direct or indirect subsidiaries,

payment of dividends or other distributions to the Company's shareholders (other

than the Q1 Dividend), proposals to shareholders for merger or de-merger, or any

other change of corporate structure; (iii) the Company shall not have entered

into any agreement for, or carried out any transaction that constitutes, a

Competing Offer; (iv) the Company and its direct or indirect subsidiaries shall

not have entered into any agreement providing for acquisitions, dispositions or

other transactions not in the ordinary course; (v) the Company and its direct or

indirect subsidiaries shall not have incurred or entered into any agreements in

respect of any new financing other than in the ordinary course of business; and

(vi) the Company shall not have sold any treasury shares.

* No material breach: There shall have been no material breach by the Company of

the Transaction Agreement, including, for the avoidance of doubt, no material

breach of the warranties provided by the Company set out in the Transaction

Agreement.

* No Material Adverse Change: No Material Adverse Change shall have occurred

between the date of the Transaction Agreement and until settlement of the Offer.

For this purpose, "Material Adverse Change" shall mean any fact, circumstance,

development, event or change which individually or in aggregate is, or is

reasonably likely to be, materially adverse to the business, assets, operations,

condition (financial or otherwise), prospects or results of operation of the

Group (taken as a whole), excluding any fact, circumstance, development, event

or change related to or resulting from (A) changes that affect the industry in

which the Group operates generally, and any changes in the general economic,

business, or market conditions or financial or capital markets, unless such

changes affect the Group disproportionally compared to its peers or (B) the

announcement, existence or completion of the Offer or any action taken by the

Offeror or its affiliates.

If, as a result of the Offer, the Offeror acquires and holds 90% or more of all

Shares (excluding treasury shares owned by the Company), the Offeror will have

the right, and intends to, carry out a compulsory acquisition of the remaining

Shares. Alternatively, if the Offeror owns more than one third but less than 90%

of the Shares following completion of the Offer (such situation requiring a

waiver of the minimum acceptance condition to be resolved by the Offeror in its

sole discretion), the Offeror will be required to make a mandatory offer for the

remaining Shares in accordance with Section 6 of the Norwegian Securities

Trading Act.

Furthermore, if, as a result of the Offer or otherwise, the Offeror holds a

sufficient majority of the Shares, the Offeror intends to propose that the

general meeting of the Company passes a resolution to apply for a de-listing of

the Shares from the Oslo Stock Exchange. The Company also intends, in such

event, to resolve to withdraw the Shares from trading on the OTCQX[®] Best

Market, New York, where the Shares currently are trading under the ticker

"GCCRF".

Transaction Agreement

The Company and the Offeror have entered into the Transaction Agreement

regarding the Offer. As part of the Transaction Agreement, and subject to

customary conditions, the Board has entered into undertakings to only amend or

withdraw its recommendation of the Offer if an unsolicited bona fide superior

competing offer from a third party is made, and the Board determines (acting

reasonably and in good faith and after consultation with its financial advisors

and external legal counsel, taking into account all aspects of the relevant

offers), that the superior competing offer is more favourable to the Company's

shareholders, and the Offeror has not matched the superior competing offer

within a period of up to five (5) business days from the date notice of the

superior competing offer was given by the Company to the Offeror.

About Gram Car Carriers

GCC is the world's third-largest tonnage provider within the Pure Car Truck

Carriers (PCTCs) segment with 18 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 the MSC Group with track record in

public to private acquisitions.

The MSC Group is a private global leader in transportation and logistics founded

in 1970 by Gianluigi Aponte 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, MSC has 675 offices

across 155 countries worldwide. With access to an integrated network of road,

rail, air and sea transport resources which stretches across the globe, the

company prides itself on delivering global service with local knowledge. MSC'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

Mas Gram, Head of Projects and IR

Telephone: +47 95 41 00 93

E-mail: ir@gramcar.com

Media Contacts:

Gram Car Carriers

Jan Petter Stiff, senior adviser Capient AS

Telephone: +47 995 13 891

E-mail: jps@capientco.com

For MSC and the Offeror

Giles Read, Global Head of Public Relations

Telephone: +41 22 703 88 88

E-mail: media@msc.com

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

Market Abuse Regulation and is subject to the disclosure requirements according

to section 5-12 of the Norwegian Securities Trading Act. The information was

submitted for publication by Mas Gram, Head of Projects and IR, on 24 April 2024

at the time set out above.

* * *

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.

When published, 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 should review "Notice to U.S.

Holders" 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. Holders

U.S. Holders (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 will

be made to holders of Shares resident in the United States ("U.S. Holders") 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, will be disseminated to U.S. Holders 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 will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation

14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in

accordance with the requirements of Norwegian law. Accordingly, the Offer will

be subject to disclosure and other procedural requirements timetable, settlement

procedures and timing of payments, that are different from those that would be

applicable under U.S. domestic tender offer procedures and law.

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 United States 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 United States or other means reasonably calculated to inform U.S.

Holders 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 securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or any

other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

the United States. Any representation to the contrary is a criminal offence in

the United States.

* * *