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Solstad Offshore ASA — M&A Activity 2017
Mar 24, 2017
3749_rns_2017-03-24_d69c781b-d539-40c5-8a41-5586bcf679fc.html
M&A Activity
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Signed plans to merge Solstad Offshore ASA, Farstad Shipping ASA and Deep Sea Supply Plc.
Signed plans to merge Solstad Offshore ASA, Farstad Shipping ASA and Deep Sea Supply Plc.
Skudeneshavn, Ålesund and Limassol, 24 March, 2017
Reference is made to previous announcements concerning the
planned combination of Solstad Offshore ASA ("SOFF"
or "Solstad"), Farstad Shipping ASA ("Farstad") and Deep Sea
Supply Plc ("DESSC") as first announced on 6 February 2017,
and most recently the announcement of 13 March 2017
regarding inter alia the status of the merger plans.
The statutory merger plans have today been approved and
signed by the boards of Solstad, Farstad, DESSC and
Solstad's relevant subsidiaries, into which Farstad and
DESSC will be merged. The exchange ratio for Farstad's
shares is 0.028 SOFF shares per Farstad share (corresponding
to 0.35:12.50). The exchange ratio for DESSC shares is
0.1052631578947368 SOFF shares per DESSC share
(corresponding to 1.31578947368421:12.50).
Each of Solstad, Farstad and DESSC will immediately after
this release also issue a separate release which will
contain the relevant technical details on the mergers.
Assuming completion of the mergers and transactions
ancillary thereto, the issued number of shares in SOFF is
expected to be increased to 291,532,299 on the basis that
the existing outstanding warrants in DESSC will be continued
as warrants in SOFF, in total 1,052,631, instead of being
exercised in DESSC. All shares will be of the same class.
Aker Capital AS ("Aker"), a subsidiary of Aker ASA, will
hold 58,496,302 shares representing 20.1 % of the shares and
votes, and Ocean Yield ASA ("Ocean Yield"), a subsidiary of
Aker, will hold 8,836,681 shares, representing 3.0 % of the
shares and votes. The aggregate holding of Aker and Ocean
Yield will be 67,332,983 shares, representing 23.1 % of the
shares and votes. Hemen Holding Limited will hold 46,961,289
shares, representing 16.1 % of the shares and votes. The
Solstad family will, through its related companies SOFF
Invest AS and Ivan II AS, hold 21,066,965 shares,
representing approximately 7.2 % of the shares and votes. On
a consolidated basis, the Farstad family will hold a total
of 4,470,909 shares, representing a consolidated holding of
1.5 % of the shares and votes.
Ellen Solstad and Lars Peder Solstad of the Solstad family,
who through their related companies hold shares in Solstad
Offshore ASA, are a member of the board of directors and the
Chief Executive Officer, respectively, of Solstad Offshore
ASA.
Mr. Frank Ove Reite, CFO of Aker ASA, is a member of the
board of directors of Solstad Offshore ASA.
Mr. Audun Stensvold, Investment Director of Aker ASA, is a
member of the board of directors of Farstad Shipping ASA.
***
For further information, please contact:
Lars Peder Solstad, Chief Executive Officer of Solstad
Offshore ASA at +47 913 18 585 or Sven Stakkestad, Deputy
Chief Executive Officer of Solstad Offshore ASA at +47 905
15 802.
Karl-Johan Bakken, Chief Executive Officer of Farstad
Shipping ASA at +47 901 05 697 or Olav Haugland, Chief
Financial Officer of Farstad Shipping ASA at +47 915 41 809
Anders Hall Jomaas, Chief Financial Officer of Deep Sea
Supply Plc at +47 400 42 918
This information is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading
Act.