Höegh LNG: Satisfaction of all conditions for completion of amalgamation
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION
Hamilton, Bermuda 19 April 2021 - Reference is made to the stock exchange notice issued by Höegh LNG Holdings Ltd. (the "Company") on 8 March 2021, regarding a recommended offer by Leif Höegh & Co. Ltd. ("LHC") and Funds managed by Morgan Stanley Infrastructure Partners ("MSIP") through a 50/50 joint venture, Larus Holding Limited ("JVCo"), to acquire the remaining issued and outstanding shares of the Company not currently owned by LHC or its affiliates, representing approximately 50.4% of the shares outstanding, by way of amalgamation between Larus Limited, a subsidiary of JVCo ("BidCo"), and the Company. All of the Company's shares (other than those owned by LHC and its affiliates) will be cancelled for a consideration in cash of NOK 23.50 per share (the "Transaction") pursuant to an amalgamation agreement between the Company and BidCo (the "Amalgamation Agreement").
Completion of the Transaction is subject to certain conditions, and in this respect, the Company refers to previous announcements on 22 March 2021 regarding the approval by the bondholders’ meeting of certain amendments to the Company's senior unsecured bond issues maturing in February 2022 (ISIN NO 0010782949) and January 2025 (ISIN NO 0010873755), and on 30 March 2021 regarding the approval of the Amalgamation Agreement and the delisting of the Company’s shares by the Company's shareholders at a Special General Meeting.
Further, the Company hereby announces that the required waivers of specific change of control and/or delisting provisions in relation to certain of the Company’s secured credit agreements have been obtained. Accordingly, the Transaction will proceed to completion and settlement provided that certain customary closing conditions continue to be satisfied until completion, including that neither any material adverse change nor any material breach of the agreement between the Company and BidCo has occurred.
It is expected that completion of the Transaction will take place during the week commencing 3 May 2021. Immediately following the completion of the Transaction, the amalgamated company would be wholly-owned by JVCo, and the common shares of the Company will in due course be delisted from the Oslo Stock Exchange.
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Contacts:
Sveinung J. S. Støhle, President and Chief Executive Officer, Telephone +47 975 57 402
Håvard Furu, Chief Financial Officer, Telephone +47 991 23 443
Knut Johan Arnholdt, VP IR and Strategy, Telephone +47 922 59 131
The information in this announcement is subject to disclosure requirements under the EU Market Abuse Regulation. The information was submitted for publication from Höegh LNG investor relations and the contact persons set out above.
About Höegh LNG Holdings Ltd.
Höegh LNG operates world-wide with a leading position as owner and operator of floating LNG import terminals; floating storage and regasification units (FSRUs), and is one of the most experienced operators of LNG Carriers (LNGCs). Höegh LNG’s Vision is “Enabling the transition to Clean Energy”. The company is publicly listed on the Oslo stock exchange under the ticker: “HLNG”, and owns approximately 46% of Höegh LNG Partners LP (NYSE:”HMLP”). Höegh LNG is a Bermuda based company with established presence in Norway, Singapore, the UK, USA, China, Indonesia, Lithuania, Egypt, Colombia and the Philippines. The group employs approximately 190 office staff and 670 seafarers. Please see: www.hoeghlng.com
About Leif Höegh & Co. Ltd.
Leif Höegh & Co (“LHC”) is an industrial holding company owned by the Høegh family. LHC and its predecessors have been pioneers in the international shipping industry since 1927, taking delivery of their first LNG carrier in 1973 and their first FSRU in 2009. Now in the third generation of family leadership, LHC continues to focus on long-term value creation and innovation in the shipping sector.
About Morgan Stanley Infrastructure Partners
Founded in 2006, MSIP is a global leader in private infrastructure equity investing, targeting assets that provide essential public goods and services primarily located in OECD countries, with the potential for value creation through active management. With a diverse team across North America, Europe, and Asia-Pacific, MSIP leverages a comprehensive network of relationships to source investments in sectors such as power generation and utilities, digital, transportation, and natural gas infrastructure.
Forward Looking Statements
This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase, exchange or subscribe for or a solicitation of an offer to sell, purchase or exchange any securities or a solicitation of any vote or approval in any jurisdiction pursuant to the Transaction, the Amalgamation Agreement or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Copies of this announcement and any formal documentation relating to the proposed are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction or the Amalgamation Agreement is sent or made available to the Company's shareholders in that jurisdiction (a “Restricted Jurisdiction”) and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction.
This announcement may contain forward looking statements with respect to the financial condition, results and business of the Company and certain plans and objectives of the JVCo with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Generally, these forward-looking statements often use the words such as "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions. These statements are based on the assumptions and assessments made by the Company or the JVCo in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward looking statements involve risks, uncertainties and changes in circumstances. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and management's plans and objectives, to differ materially from those expressed or implied in the forward looking statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements include that future revenues may be lower than expected, costs of future acquisitions and business activities may be higher than expected, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Neither the Company nor JVCo undertakes any obligation (except as may be required by any applicable laws and regulations) to revise or update any forward looking statement contained in this announcement, regardless of whether that statement is affected as a result of new information, future events or otherwise.