JOINT PRESS RELEASE BY BW GROUP AND DHT
HOLDINGS, INC.
ACQUISITION OF 11 VLCCs FROM BW GROUP BY DHT
HOLDINGS, INC., AND EQUITY ISSUE AT $5.37 PER SHARE BY DHT
HOLDINGS, INC.
(Singapore, March 23, 2017)
(Hamilton, Bermuda, March 23, 2017)
BW Group Limited and DHT Holdings, Inc.
(NYSE:DHT) are pleased to jointly announce today the acquisition of
BW Group's VLCC fleet by DHT. The fleet consists of 11 VLCCs,
including two newbuildings due for delivery in 2018.
BW Group's VLCC fleet has a value of
approximately $538 million at prevailing broker valuations.
DHT will finance the acquisition by issuing approximately
$256 million of DHT capital stock, consisting of approximately 32
million shares of DHT common stock and 15,700 shares of preferred
stock that are mandatorily convertible into 15.7 million shares of
DHT common stock subject to DHT shareholder approval. The
implied value of the DHT common stock issued to BW is $5.37 per
share. DHT will also pay BW Group $177.36 million in cash and
assume approximately $104.16 million in remaining obligations with
respect to the two newbuildings. The cash requirements
associated with the purchase are expected to be financed with bank
debt.
Following BW Group's delivery of all vessels and novation of
newbuilding contracts to DHT, BW Group Limited and its affiliates
will own approximately 33.5% of DHT's outstanding share capital and
will be granted customary rights, including the right to appoint
two directors to DHT's board.
DHT expects that BW Group's VLCC fleet will be delivered during
the second quarter of 2017. As a result of the acquisition,
DHT will have a fleet with an average age of 6.9 years, consisting
of 30 VLCCs (including four newbuildings for delivery in 2018), and
two Aframaxes.
BW Group's CEO Carsten Mortensen said: "DHT
Holdings is a leading crude oil tanker company in the maritime
industry. DHT already has a modern and high quality fleet,
and the addition of BW's 11 VLCCs including newbuildings will make
the company one of the world's largest independent VLCC owners. We
look forward to being a shareholder in this strong tanker
platform".
DHT's Co-CEOs Trygve P. Munthe and Svein Moxnes
Harfjeld commented: "This is a great transaction for DHT and its
shareholders. It is projected to be accretive to DHT's
earnings and will deliver cost synergies by lowering G&A
expenses per ship. Importantly, it will further improve our
already competitive cash break even levels. We have
identified this as a time to expand again and this acquisition
signifies our ability to execute on our plans. The BW Group
has a long history and a strong track record in the VLCC market,
and they are aligned with our business model and strategy. We
are truly excited about our new shareholder and their support of
our growth strategy."
Cravath, Swaine & Moore LLP is serving as
legal counsel to DHT. Sidley Austin LLP is serving as legal
counsel to BW Group.
Click here for accompanying image from BW Group.
Click here for accompanying image from DHT Holdings, Inc.
For further information, please contact:
Lisa Lim Senior Manager, Communications and BrandingPhone: +65
9654 9405Email: lisa.lim@bwmaritime.com
Eirik Uboe CFO Phone: +47 41292712 E-mail:
eu@dhtankers.com
About BW GroupBW Group is a leading
global maritime group involved in oil and gas transportation,
floating gas infrastructure, environmental technologies and
deepwater production. Through its predecessor companies, Bergesen
and World-Wide Shipping, BW has been delivering energy and other
vital commodities for more than 80 years. BW's fleet of over
170 vessels includes crude oil supertankers, refined oil tankers,
LNG and LPG carriers, floating storage and regasification (FSRU)
units, chemical tankers, bulk carriers and floating production
storage and offloading (FPSO) units. For further information:
www.bw-group.com.
About DHT Holdings, IncDHT is an independent crude oil
tanker company. Our fleet trades internationally and consists of
crude oil tankers in the VLCC and Aframax segments. We operate
through our integrated management companies in Oslo, Norway and
Singapore. You shall recognize us by our business approach with an
experienced organization with focus on first rate operations and
customer service, quality ships built at quality shipyards, prudent
capital structure with robust cash break even levels to accommodate
staying power through the business cycles, a combination of market
exposure and fixed income contracts for our fleet and a transparent
corporate structure maintaining a high level of integrity and good
governance. For further
information: www.dhtankers.com.
Forward Looking Statements
This press release contains certain
forward-looking statements and information relating to DHT, which
are based on beliefs of DHT's management as well as assumptions,
expectations, projections, intentions and beliefs about future
events, in particular regarding dividends (including dividend
plans, timing and the amount and growth of any dividends), daily
charter rates, vessel utilization, the future number of newbuilding
deliveries, oil prices and seasonal fluctuations in vessel supply
and demand. When used in this document, words such as "believe,"
"intend," "anticipate," "estimate," "project," "forecast," "plan,"
"potential," "will," "may," "should" and "expect" and similar
expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.
These statements by DHT reflect DHT's current views with
respect to future events and are based on assumptions and subject
to risks and uncertainties. Given these uncertainties, you
should not place undue reliance on these forward-looking
statements. These forward-looking statements represent DHT's
estimates and assumptions only as of the date of this press release
and are not intended to give any assurance as to future results.
For a detailed discussion of the risk factors that might
cause future results to differ, please refer to DHT's Annual Report
on Form 20-F, filed with the Securities and Exchange Commission on
March 23, 2017. DHT undertakes no obligation to publicly update or
revise any forward-looking statements contained in this press
release, whether as a result of new information, future events or
otherwise, except as required by law. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed in this press release might not occur, and DHT's actual
results could differ materially from those anticipated in these
forward-looking statements.
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