Höegh LNG: Recommended offer by Leif Höegh & Co Ltd. and Funds managed by Morgan Stanley Infrastructure Partners to acquire all outstanding shares of Höegh LNG Holdings Ltd. by way of amalgamation
Hamilton, Bermuda, 8 March 2021 – Höegh LNG Holdings Ltd. (“Höegh LNG” or the “Company”) today announced 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 entered into between the Company and BidCo (the "Amalgamation Agreement"). Immediately following the completion of the Transaction, the amalgamated company would be wholly-owned by JVCo, and the common shares of Höegh LNG Holdings Ltd. will be delisted from the Oslo Stock Exchange.
The share acquisition price of NOK 23.50 reflects a premium of approximately 36% to the closing share price on 5 March 2021 and 32% to 30-day volume-weighted average share price (VWAP). The Offer Price values the total share capital of the Company at approximately NOK 1,815 million.
The Board of Höegh LNG Holdings Ltd. has, based on a recommendation from a Special Board Committee, consisting of the non-executive, independent directors, after consultation with its independent legal and financial advisors, unanimously approved the Amalgamation Agreement and determined to recommend the unaffiliated shareholders of the Company to vote in favor of the Transaction. As part of this recommendation, the Special Board Committee has requested and received a fairness opinion from Fearnley Securities AS concluding that the offered price per share represents fair value for the shareholders. The Transaction is anticipated to close in the first half of 2021 and is subject to the approval of Höegh LNG Holdings Ltd.’s shareholders of the Amalgamation Agreement. The consent of 2/3 of the shares voted on the resolution at the general meeting is required for such approval, with the stake held by LHC counting towards the vote. Furthermore, the Transaction is subject to waivers of specific change of control and / or delisting provisions in relation to the Company’s outstanding bonds and certain credit agreements, as well as the satisfaction of other customary closing conditions, including that neither any material adverse change nor any material breach of the agreement between the Company and BidCo has occurred.
The Company and BidCo have agreed that, if the Transaction has not been completed by 9 August 2021 or such later date as the Company and BidCo may agree, then the Transaction will not proceed.
The common and preference units of Höegh LNG Partners LP will remain outstanding and continue to trade on the New York Stock Exchange as before.
Credit Suisse International, DNB Markets, a part of DNB Bank ASA, and Morgan Stanley & Co. LLC are acting as financial advisors to LHC and MSIP. Advokatfirmaet Thommessen AS, Kirkland & Ellis International LLP and Conyers Dill & Pearman are acting as legal counsels to JVCo and BidCo.
Fearnley Securities AS has acted as financial advisor to the Special Board Committee and Advokatfirmaet Schjødt AS and Appleby (Bermuda) Limited are acting as legal counsels to the Company and the Board.
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.
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