The board of directors of Belships ASA announced that an agreement has been reached with Blue Northern BLK for the launch by the Offeror, subject to certain conditions, of a recommended voluntary cash tender offer to acquire all issued and outstanding shares of the Company. A cash consideration of NOK 20.50 will be offered per Share, representing an aggregate equity purchase price of approximately NOK 5.182 billion.
The Offer Price represent:
* A premium of 29.4% to the closing trading price for the Shares on 19 December 2024 of NOK 15.84;
* A premium of 19.4% to the volume weighted average share price since the Company’s announcement regarding a strategic review on 26 November 2024 of NOK 17.16; and
* A premium of 17.2% to the thirty (30) days’ volume weighted average share price adjusted for dividend up to and including 18 November 2024 of NOK 17.49.
The Offeror is special purpose vehicle incorporated for the purpose of launching the Offer and was formed by funds managed by the Blue Ocean maritime investment team at EnTrust Global.
The Company’s board of directors has unanimously resolved to recommend the shareholders of Belships to accept the Offer. The Board has received a fairness opinion from Nordea Bank Abp, filial i Norge 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 61.23% of the Company’s issued and outstanding share capital (excluding treasury shares owned by the Company), have given irrevocable undertakings to accept the Offer. All share options held by management and employees will be cash settled based on the Offer Price in connection with the Offer.
Peter Frølich, Chair of the Board, and Lars Christian Skarsgård, CEO of Belships ASA, comments in a joint statement: “Six years have passed since the merger between Belships ASA and the Lighthouse Group and our goal was to develop the company through strategic investments aimed at expansion, and to obtain competitive returns for our shareholders. The total return during the period amounts to 455 per cent including dividends. This has been a successful exercise of value creation and company development, and we now find it compelling to be able to present our shareholders with the opportunity for realisation, and yet another step forward in Belships long history as a company. The board is satisfied that the offer represents a fair valuation in current circumstances, as is also reflected in the recommendation to shareholders to accept the offer.”
Svein Engh, Senior Managing Director and Portfolio Manager of EnTrust comments: “This acquisition will allow the Blue Ocean team to continue the growth of its maritime investment portfolio through an investment in an attractive and versatile platform with a modern fleet of Ultramax carriers. We are excited to partner with the Belships team and are committed to building on the company’s strong track record in the coming years.”