Hurtigruten’s Board recommends Voluntary Offer from Silk Bidco AS to Acquire all Outstanding Shares
- The independent members of Hurtigruten's board of directors have unanimously decided to recommend that its shareholders accept the voluntary cash offer from Silk Bidco AS for all outstanding shares in the company for NOK 7.00 per share, or at about NOK 2,940 million in total
- Silk Bidco AS controls approximately 55.87% per cent of the share capital and votes by way of ownership by one of its affiliates, pre-acceptances of the Offer and share exchange agreements
- Silk Bidco AS is indirectly owned by Home Capital AS, Periscopus AS and investment funds managed by TDR Capital LLP
Tromsø, Norway - 29 October 2014: Hurtigruten ASA ("Hurtigruten" or the "Company") today announced that it has entered into a transaction agreement with Silk Bidco AS ("Silk Bidco"), a joint venture vehicle indirectly owned by Home Capital AS, a company controlled by member of the board of directors of the Company Petter A. Stordalen, (“Home”), Periscopus AS, a company controlled by Chairman of the board of directors of the Company, Trygve Hegnar, (“Periscopus”), and investment funds managed by TDR Capital LLP ("TDR"), whereby Silk Bidco will make a voluntary offer to acquire all outstanding shares of Hurtigruten for NOK 7.00 per share (the "Offer"), valuing the total share capital of Hurtigruten at about NOK 2,940 million.
The Offer price of NOK 7.00 per share represents a premium of 55.9 per cent to the last traded price for Hurtigruten on 28 October 2014, and a premium of 76.6 per cent, 71.4 per cent, 64.0 per cent and 66.8 per cent to the volume-weighted average share prices for the one, three, six and twelve month periods, respectively, that ended on 28 October 2014.
TDR, Periscopus and Home have established Silk Bidco as a joint venture vehicle owned through an indirect parent company of Silk Bidco (“Topco”) for the purpose of making the Offer and have entered into an investment agreement to regulate the terms of the joint venture. Under the terms of the investment agreement and sale and purchase agreements entered into with Silk Bidco:
- Home has agreed to (i) conditional on the Offer becoming or being declared unconditional, roll a number of shares into Silk Bidco in exchange for shares in Topco giving Home a total shareholding of 5 per cent in Topco and (ii) irrevocably accept the Offer in respect of the remainder of the shares it owns in the Company;
- Periscopus has agreed to (i) conditional on the Offer becoming or being declared unconditional, roll a number of shares into Silk Bidco in exchange for shares in Topco giving Periscopus a total shareholding of 5 per cent in Topco and (ii) irrevocably accept the Offer in respect of the remainder of the shares it owns; and
- an affiliate of TDR has agreed to sell its 17,000,000 shares in the Company to Silk Bidco for cash.
Silk Bidco and its indirect shareholders therefore separately control an aggregate total of 177,246,982 shares in Hurtigruten, representing approximately 42.18 per cent of the total issued share capital.
Commenting on the Offer, Helene Jebsen Anker, Deputy Chairman of Hurtigruten, said:
"The independent directors of Hurtigruten have undertaken a detailed review of the terms and conditions of the Offer. It reflects the strategic and financial value of Hurtigruten, and represents a significant premium to the share price. As well as providing value for shareholders, the independent board recognizes the opportunity for Hurtigruten to continue its growth strategy under Silk Bidco’s ownership. Hurtigruten is a well-managed company, with a significant potential. We believe this potential will be released faster and more effectively with Silk Bidco on board. The independent board recommends that shareholders accept the Offer. "
Daniel Skjeldam, Chief Executive Officer of Hurtigruten, said:
"This Offer represents an exciting new chapter for Hurtigruten, our guests, staff and partners. Under the new ownership proposal, the company would benefit from experienced investment partners, whose dedication, track record and supportive long term approach would provide strong support to reach the company’s full potential and long term ambitions."
Silk Bidco has also made a separate announcement today which details the Offer and confirms its intention to continue to support the existing growth strategy of the Company. Silk Bidco clearly recognises the unique heritage of our Company, its values and the strength of the management team and employees. It has indicated its intention to invest across the fleet and to maintain a world class experience for our passengers. Silk Bidco has also indicated that the Company will continue to operate from its current headquarters in Tromsø. Silk Bidco has stated that it does not have any specific plans to make changes to the Company's workforce following completion of the Offer, and the Offer will not have legal, economic or work-related consequences for the employees in the Company, other than in the ordinary course of business.
The Chairman of the board of directors of Hurtigruten, Trygve Hegnar, and board member Petter Stordalen have declared themselves legally conflicted from participating in the discussions regarding the Offer in the board of directors of the Company due to their relationship with Silk Bidco. The independent members of the board of directors of the Company (the "Independent Board") have unanimously decided to recommend that the shareholders of Hurtigruten accept the Offer. The recommendation will be appended to the offer document, which is expected to be sent to Hurtigruten’s shareholders on or about 6 November 2014 (the “Offer Document”). Due to the interest of two of the current members of the board of directors of the Company in Silk Bidco and the Company having entered into the Transaction Agreement with Silk Bidco, the recommendation will not constitute the formal statement regarding the Offer in accordance with the Norwegian Securities Trading Act section 6-16, and an independent statement will be provided in accordance with the Norwegian Securities Trading Act section 6-16.
The Independent Board has committed to not withdraw its recommendation of the Offer except where a bona fide superior competing offer is received and such superior offer is not matched by Silk Bidco within three business days, or, if following the occurrence of a new event or circumstance (other than receipt of a competing offer) the board of directors of the Company considers it necessary in order to comply with its duties under Norwegian law. The Company shall pay an amount equal to the reasonable third party costs incurred by Silk Bidco and TDR in connection with the Offer, not to exceed NOK 10,000,000, if the Independent Board withdraws or amends its recommendation of the Offer and the Offer is not completed or is withdrawn.
All members of the Independent Board holding shares, as well as the CEO and senior management, holding in aggregate 2,325,737 shares in the Company, directly or through investment companies (representing approximately 0.55 per cent of the total issued share capital of the Company), have entered into irrevocable undertakings to pre-accept the Offer in respect of shares they hold. The Offeror has also received irrevocable undertakings to accept the Offer from certain other shareholders of Hurtigruten in respect of 55,228,987 Shares (representing approximately 13.14 per cent of the total issued share capital of the Company).
Silk Bidco is making the Offer having undertaken a confirmatory due diligence exercise and the terms of the Offer will be presented in the Offer Document, which will comply with the requirements of the Norwegian Securities Trading Act. The acceptance period for the Offer is expected to be about four weeks from the date of the Offer Document being released, unless extended by Silk Bidco. The Offer is expected to close on 19 December 2014, subject to the conditions of the Offer being satisfied or waived.
Closing of the Offer will be subject to certain conditions including acceptance from shareholders representing more than 90% of the share capital in Hurtigruten, approvals from relevant authorities, no material adverse change having occurred and the recommendation by the Independent Board not having been amended or withdrawn. The Offer will be financed through available funds and the Offer will not be subject to any financing condition. Complete details of the Offer, including all terms and conditions, will be included in the Offer Document.
The Company and Silk Bidco are holding a press conference today at 10.00am (CET) at The Thief Hotel in Oslo (Landgangen 1, 0252 Oslo, Norway) to discuss the Offer. The press conference can be viewed via webcast at the following link:
Advokatfirmaet Wiersholm AS has acted as Hurtigruten's legal advisor in relation to the Offer. Hurtigruten has engaged Arctic Securities AS to provide the formal statement to be issued in accordance with section 6-16 (1) c.f. 6-19 (1) of the Norwegian Securities Trading Act. Such statement will be published in accordance with the requirements set out in the Norwegian Securities Trading Act. Arctic Securities AS has also issued a fairness opinion to the Independent Board regarding the Offer.
For further information, please contact:
Helene Jebsen Anker, Deputy Chairman Hurtigruten
Daniel Skjeldam, Chief Executive Officer of Hurtigruten
Anne Marit Bjørnflaten, SVP Corporate Communications Hurtigruten, +47 958 82 670
About Hurtigruten ASA:
Hurtigruten is the original Coastal Voyage established in 1893. With 11 of our 12 vessel fleet, Hurtigruten offers authentic year round travel experiences along the Norwegian coast, including cargo and local passenger service to 34 ports every day, all year round. In addition Hurtigruten's explorer ship MS Fram offers authentic polar experiences in Antarctica, Spitsbergen, Iceland and Greenland. Spitsbergen Travel, Spitsbergen’s most experienced tour operator, is a wholly-owned part of Hurtigruten.
For additional information, please visit www.hurtigruten.com.
About Home Capital AS:
Home is an investment holding company incorporated in Norway, wholly owned by Home Invest AS, a company fully controlled by Petter A. Stordalen. Home Capital AS invests in listed Nordic stocks, derivatives and bonds. A minor portion of its capital is also invested in unlisted companies. For additional information, please visit Home Capital AS’ website at http://homeinvest.no/#homecapital.
About Periscopus AS
Periscopus is an investment holding company incorporated in Norway, fully controlled by Trygve Hegnar. It operates in various sectors which include publishing, media, hotels and property.
About TDR Capital LLP:
Founded in 2002, TDR Capital LLP is a leading European private equity firm. Across its three European buyout funds it has over €4.8 billion of commitments. TDR Capital has a proven value-based and operationally-focused investment strategy, which is delivered by a dedicated team of investing and operating professionals. TDR has delivered a consistent strategy of creating value through making selective investments, being hands-on investors and growing successful businesses. For additional information, please visit TDR’s website at http://www.tdrcapital.com/.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
 The independent board members are Helene Jebsen Anker, Guri Mai Elmar, Arve Giske, Berit Kjøll, Regina Mari Aasli Paulsen and Per Helge Isaksen