Leif Höegh & Co. and funds managed by Morgan Stanley Infrastructure Partners completes acquisition of Höegh LNG
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION
Hamilton, Bermuda, 4 May 2021 – Larus Holding Limited (“JVCo”), a 50/50 joint venture between Leif Höegh & Co. Ltd. (“LHC”) and Funds managed by Morgan Stanley Infrastructure Partners (“MSIP”), today announced the completion of the acquisition by way of amalgamation (the “Amalgamation”) of all of the issued and outstanding shares of Höegh LNG Holdings Ltd. ("Höegh LNG" or the “Company”) not owned by LHC or its affiliates, as referred to in previous announcements by the Company on 8 March 2021 and 19 April 2021.
The Amalgamation has been duly registered in the Bermuda Registrar of Companies, having been effected by way of an amalgamation between Larus Limited, a wholly owned subsidiary of JVCo, and the Company. Shareholders of the Company (other than holders of Excluded Shares, as defined in the amalgamation agreement) as at the expiry of 4 May 2021 (the cut-off date), as they appear in the Company's shareholders register with the VPS as at the expiry of 6 May 2021 (the record date), will receive the amalgamation consideration amounting to NOK 23.50 for each Company share that they held.
With the completion of the Amalgamation, JVCo intends to undertake a comprehensive review of the Company’s operational and financial strategy and that of its affiliates to strengthen the financial profile of the group and will carefully review its integrated business plan including future financial needs.
As previously noted, the common and preferred units of Höegh LNG Partners LP (the “Partnership”) will remain outstanding and continue to trade on the New York Stock Exchange.
JVCo, together with units owned directly by LHC, now owns and controls a 47.1 percent equity interest in the Partnership as well as 100% of the incentive distribution rights and the non-economic general partner interest in the Partnership.
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.
The Company 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”). The Company is a Bermuda based company with established presence in Norway, Singapore, the UK, USA, China, Indonesia, Lithuania, Egypt, Colombia, India and the Philippines. The group employs approximately 190 office staff and 670 seafarers. Please see: www.hoeghlng.com
About Leif Höegh & Co. Ltd.
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 Amalgamation, 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 Amalgamation 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 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 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.