LYSAKER, Norway, Aug. 22, 2023 /PRNewswire/ -- Reference is made
to the joint announcement made by AMSC ASA ("AMSC") and
Maritime Partners, LLC. ("Maritime Partners") today
regarding the signing by AMSC and Project Merchant Acquisition LLC
(the "PM Acquisition"), a newly-formed company owned and
controlled by a fund managed by Maritime Partners, of a share
purchase agreement (the "SPA") for PM Acquisition's purchase
of American Tanker Holding Company, Inc. ("ATHC"), a
wholly-owned subsidiary of AMSC (the "Transaction").
Pål Lothe Magnussen, CEO of AMSC commented that "the
management team at AMSC is pleased that a Maritime Partners managed
fund, a leading Jones Act leasing company, is acquiring our Jones
Act business. We believe this is the ideal new owner of this
business for the next phase in the lifecycle of these assets.
AMSC's ownership tenure has surpassed 18 years since the ships were
ordered, during which significant financial profits have been
created and provided to AMSC and its shareholders. We believe that
the long remaining commercial life of the fleet in combination with
strong bareboat charter contract cover in a strong market
represents a good opportunity and point in time for us to
reconsider capital allocation for AMSC and strategy going forward,
and this transaction is a natural step in this process."
Key terms of the Transaction
ATHC, directly or indirectly, owns all shares in each of
American Shipping Corporation, American Tanker, Inc., ASC Leasing
I, Inc, ASC Leasing II, Inc, ASC Leasing III, Inc, ASC Leasing IV,
Inc ASC Leasing V, Inc, ASC Leasing VI, Inc and ASC Leasing VII,
Inc, ASC Leasing VIII, Inc, ASC Leasing IX, Inc and ASC Leasing X,
Inc. The Transaction does accordingly comprise all of the ownership
interests in AMSC group's ten vessels operating in the U.S. Jones
Act market and related activities.
AMSC will receive cash proceeds from the Transaction of in
aggregate USD 249.3 million, divided
between consideration for the shares in ATHC and repayment of a
shareholder loan, reflecting an enterprise value of ATHC of
USD 746.7 million based on the
balance sheet of ATHC as at March 31,
2023. The consideration represents a premium to current
implied trading value of AMSC and a valuation of ATHC that is 2.4x
book equity (based on year end 2022 book equity and including the
shareholder loan) and EV/EBITDA (2022) ratio of 9.1x and P/E ratio
of 19.8x (2022).
Pursuant to the SPA, the purchase price for the shares will be
adjusted for any deviation (positive or negative) between budgeted
and actually incurred capex relating to a 15 year special survey
for each of the MR tanker vessels Seakay Star and Seakay Valor, and
certain other non-material planned capex items. The special survey
for Seakay Valor was completed during the second quarter of 2023,
and Seakay Star is scheduled to be completed during the fourth
quarter of 2023.
USD 246.3 million of the gross
cash proceeds are payable to AMSC at completion of the Transaction,
while the remaining USD 3 million (as
adjusted, if relevant) is expected to be paid during the first
quarter of 2024.
Completion of the Transaction is subject to the approval of the
Transaction by the AMSC general meeting with no less than a 2/3
majority of the shares and the votes represented at the general
meeting, which also is in line with the recommendation in section
14 of the Norwegian Code of Practice for Corporate Governance.
Notice of an extraordinary general meeting to consider the
Transaction (the "EGM") is expected to be sent to the AMSC
shareholders on or about August 29,
2023, and the EGM is expected to be held during the second
half of September 2023. Completion is
in addition conditional upon the fulfilment of certain customary
conditions, including, inter alia, expiry or termination of
the waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvements Act, no material breach of the SPA and absence of
material adverse event.
The main shareholders in AMSC, Aker Capital AS and DNB Bank ASA,
holding in aggregate 34.61% of the shares and votes in AMSC, have
irrevocably and unconditionally agreed to exercise all voting
rights in respect of its respective shares in AMSC in favor of the
Transaction.
AMSC has given certain customary representations and warranties
in respect of ATHC, its subsidiaries, financial position, tax
matters, assets, rights, obligations, business and operations as at
the date of signing of the SPA and as of completion of the
Transaction. Any breach of fundamental warranties, such as
ownership to shares in ATHC or a subsidiary, or warranties relating
to tax matters can in general only be claimed by the Buyer under a
W&I insurance taken out in connection with the Transaction, and
AMSC may in practice only be liable if a breach of any such
warranty is caused by wilful misconduct or fraud by AMSC. For
breach of any other warranty, AMSC may, subject to certain
customary limitations, be held liable up to an amount of
USD 40 million for a period of 12
months following completion of the Transaction.
Completion of the Transaction is expected to occur on or before
October 31, 2023. In the event
completion has not occurred within December
22, 2023, each party has a right to terminate the SPA, and
accordingly abandon the Transaction, provided that the party
wanting to terminate has not caused the delay, and further provided
that the parties have discussed in good faith a potential extension
of the said deadline prior to such termination.
As security for any claims under the SPA, AMSC has undertaken,
for a period of 12 months following completion of the Transaction,
to maintain a minimum equity of USD 45
million.
In respect of the Senior Unsecured USD
220,000,000 Callable Bond Issue 2020/2025 (ISIN NO
0010886328), issued by American Tanker, Inc., a fully owned
subsidiary of ATHC, the intention is to call for a bondholder
meeting to seek bondholders' approval for certain amendments to the
bond terms.
AMSC going forward
Following closing of the Transaction, the board of directors of
AMSC intends to resolve paying an additional dividend of
USD 170 million. The expected
additional dividend equates to about NOK
25.1 per share assuming a NOK/USD exchange rate of 10.6.
AMSC will retain the remaining cash proceeds from the Transaction
to be used for general corporate purposes and equity for future
investments in new projects.
AMSC will continue to own the Normand Maximus on bareboat
contract to a single purpose subsidiary of Solstad Offshore. This
business unit generates an annual EBITDA of about USD 30 million and provides significant dividend
capacity.
AMSC will remain as a public company with shares listed on the
Euronext Oslo Stock Exchange and continue to grow within the
maritime ship owning and ship leasing market. Aker will remain as a
key shareholder, and the existing management and board of directors
will continue as is.
AMSC will continue to seek attractive risk/reward projects
offering flexible solutions to operators in the shipping and
offshore markets, targeting medium term contracts with extension
optionality, and preferably participating in future upside through
profit sharing mechanisms.
AMSC will continue to pay quarterly attractive dividends.
Company Contacts
Pål Lothe Magnussen, +47 90
54 59 59, pm@amscasa.com
About AMSC
Established in 2005 and listed on the Euronext Oslo Stock
Exchange (ticker AMSC), AMSC is a ship owning company with nine
modern handy size product tankers, one modern handy size shuttle
tanker and one subsea construction vessel on bareboat charters with
various counterparties. AMSC has a significant contract backlog, as
well as profit sharing agreements, which offers visibility with
respect to future earnings and potential dividend capacity.
Following completion of the Transaction, the only remaining vessel
of the group will be the subsea construction vessel Normand
Maximus, which is chartered to a single purpose subsidiary of
Solstad Offshore ASA.
AMSC's ambition to pay attractive dividends to its shareholders
remains after completion of the Transaction. Further information is
available at www.amscasa.com.
This information is considered to include inside information
pursuant to the EU Market Abuse Regulation article 7 and is subject
to the disclosure requirements pursuant to section 5-12 of the
Norwegian Securities Trading Act.
This stock exchange announcement was published by Morten Bakke, CFO, AMSC ASA, on August 22, 2023 at 08:32
CET.
This communication is not an offer to sell or purchase, or the
solicitation of an offer to sell or purchase, any securities, or
the solicitation of a proxy, in any jurisdiction in which, or to
any person to whom, such offer, sale or solicitation is not
authorized or would be unlawful.
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