MPC Container Ships ASA

M&A Activity • Jun 22, 2021

MPC Container Ships ASA signs agreement to acquire Songa Container AS and operational update

MPC Container Ships ASA signs agreement to acquire Songa Container AS and operational update

Oslo, 22 June 2021 - MPC Container Ships ASA ("MPCC" or the "Company") is

pleased to announce that it has entered into a share purchase agreement to

acquire Songa Container AS ("Songa") for an aggregate purchase price of USD

210.25 million on a debt and cash free basis (the "Transaction"). Upon closing

of the Transaction Songa's fleet will comprise 11 container vessels with an

average size of 2,250 TEU and an average age of 11.9 years (the "Songa fleet")

under the assumption of Songa having completed the sale of its vessels Songa

Haydn, City of Hong Kong and FS Ipanema. Nine of the acquired vessels are fitted

with scrubbers while three are equipped with the highest ice-class and hence

well suited for Baltic trades.

Constantin Baack, Chief Executive Officer of MPC Container Ships ASA commented:

"This transaction is backed by our strong belief in the sustainable container

market fundamentals and the desire to take advantage of the significant lag

between asset values and rates. The structure of the transaction creates an

immediate and accretive impact to our earnings in a container market that

continues to strengthen by the day."

With the Transaction, MPCC aims to reinforce its position as the leading intra

-regional container tonnage-provider with a combined fleet of 75 ships and a

total capacity of ~158,000 TEU. The Transaction will add significant scale and

operating leverage to the MPCC platform in a persistently strong container

market, with rates, charter durations and asset values strengthening on a

continuous basis.

"We are pleased to welcome renowned shareholders like Arne Blystad, Canomaro

Shipping and Klaveness Marine to MPCC. This is a milestone transaction for MPCC

and we are particularly excited about the cash flow prospects of the combined

fleet which will come to the benefit of our existing and new shareholders in the

coming years", CEO Constantin Baack added.

For further details on the transaction and for an operational update on the

Company please refer to the presentation. An investor call will be hosted on

Wednesday 23 June at 10:00 CEST. Please see below for call-in details.

The Songa fleet has an estimated EBITDA backlog of USD 22.5 million with an

average charter length of about 9 months. On a proforma basis MPCC currently

expects revenues for the combined fleet in the range of USD 290-315 million and

an EBITDA in the range of USD 170-180 million for FY 2021.

Based on the combined charter portfolio and assuming charter renewals at around

current market rates and periods, the MPCC fleet is positioned to potentially

generate an EBITDA of above USD 350 million for 2022, with USD 70-75 million of

this generated by the Songa fleet. On the basis of the same assumptions for 2023

EBITDA for this year could exceed USD 450 million with USD 80-90 million

generated by the Songa fleet.

It is agreed that approximately USD 115 million of the purchase price (taking

into account Songa's cash and net working capital) will be settled in cash. This

amount includes the refinancing of the outstanding debt. The remaining portion

will be settled by way of issuing approximately 48-50 million new shares in MPCC

(based on an economic effective date of the Transaction of 31 May  2021 when a

mutual understanding of the main terms of the Transaction was reached between

the parties and a closing price of the MPCC share of NOK 17.34). Such

consideration shares in MPCC shall be of the same class as MPCC's ordinary

shares and shall be listed on the Oslo Stock Exchange, and subject to a

customary lock-up agreement for a period of 3 months from completion of the

Transaction.

In relation to the cash consideration DNB Bank ASA has committed to provide a

USD 127.5 million acquisition facility with a 2 year tenor and effective

interest rate of 500 bps plus Libor.

The Transaction is subject to customary conditions for completion and is

expected to be completed by the end of July 2021.

Arne Blystad, Chairman of Songa Container AS commented: "The container market

continues to be strong and MPCC has become a compelling reflection of the

underlying container market fundamentals. We are happy to contribute to the

consolidation in the container market and build a leader in the regional

container segment. Prior to this transaction we were already a shareholder in

MPCC and we will become a more significant one post this transaction."

DNB Markets acted as lead advisor for MPC Container Ships ASA and Songa

Container AS on the Transaction while Clarksons Platou Securities AS and

Fearnley Securities AS acted as joint M&A advisors to MPC Container Ships ASA.

Advokatfirmaet Thommessen AS has acted as legal deal counsel in respect of the

Transaction.

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

Market Abuse Regulation and is subject to disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.

This stock exchange announcement was published by Andreas Nguyen, Investor

Relations at MPC Container Ships ASA, on 22 June 2021 at 21:00 CEST.

Investor call and webcast:

The Company will host a webcast for the investor call commencing on Wednesday 23

June 2021 at 10:00 hours CEST. The presentation will be made available on the

Company's webpage (https://www.mpc-container.com/investors-and-media/press

-releases/). There will be a Q&A session after the presentation.

The event is being streamed. It is recommended that you listen via your computer

speakers. Please note that for optimal viewing, it is recommended not to use

VPN, but instead to connect directly to the internet. Please disable pop-up

blockers in order to view the content in its entirety.

The live webcast can be accessed through the following link:

https://edge.media-server.com/mmc/p/fgs36g3q

Alternatively, participants may dial in to the earnings call using the below

dial-in information:

Norwegian LocalCall Dial-In (Oslo): +47 23 96 02 64

US LocalCall Dial-In (New York): +1 (631) 510-7495

International/Toll Attendee Dial-In: +44 (0) 2071 928000

Conference ID: 1987088

Further information and contact:

For further information, please contact ir@mpc-container.com.

About MPC Container Ships ASA:

MPC Container Ships ASA (ticker code "MPCC") was formed in April 2017. Its main

activity is to own and operate a portfolio of container ships serving intra

-regional trade lanes. The Company is registered and has its business office in

Oslo, Norway. For more information, please see our website: www.mpc

-container.com.

***

Forward-looking statements:

This announcement includes forward-looking statements. Such statements are

generally not historical in nature, and specifically include statements about

the Company's plans, strategies, business prospects, changes and trends in its

business, the markets in which it operates and its restructuring efforts. These

statements are made based upon management's current plans, expectations,

assumptions and beliefs concerning future events impacting the Company and

therefore involve a number of risks, uncertainties and assumptions that could

cause actual results to differ materially from those expressed or implied in the

forward-looking statements, which speak only as of the date of this news

release. Consequently, no forward-looking statement can be guaranteed. When

considering these forward-looking statements, you should keep in mind the risks

described from time to time in the Company's regulatory filings and periodical

reporting. The Company undertakes no obligation to update any forward-looking

statements to reflect events or circumstances after the date on which such

statement is made or to reflect the occurrence of unanticipated events. New

factors emerge from time to time, and it is not possible for the Company to

predict all of these factors. Further, the Company cannot assess the impact of

each such factor on its business or the extent to which any factor, or

combination of factors, may cause actual results to be materially different from

those contained in any forward-looking statement.