Saga Tankers ASA :SIGNED MERGER PLAN BETWEEN SAGA INVEST HOLDING AS AND STRATA MARINE & OFFSHORE AS, WITH SETTLEMENT IN SHARES IN SAGA TANKERS ASA
Reference is made to the stock exchange notice dated 30 January 2015 regarding Saga Tankers ASA's (the "Company" or "Saga Tankers") entering into of a letter of intent with Strata Marine & Offshore AS ("Strata") and the background for the transaction mentioned below.
In board meetings held 26 February 2015, the boards of directors of Strata and the Company's wholly owned subsidiary Saga Invest Holding AS ("SIH") approved and signed a merger plan regarding the merger of Strata into SIH and the Company's board of directors resolved to present the proposed merger plan to the general meeting for approval of the accession to the merger (the "Transaction"). The shareholders of Strata will receive settlement in shares in the Company under the Transaction. Each shareholder in Strata will receive approximately 0.64 shares in the Company for each share they own in Strata.
This implies that the Company will issue 110,898,883 new shares upon completion of the Transaction. The Transaction is expected to be completed in Medio May 2015 after approval by the general meetings of the involved companies and expiry of the creditor notification period.
The chairman of the board of directors of the Company, Mr. Øystein Stray Spetalen, holds 98.30% of the shares in the Company prior to the Transaction and is the majority shareholder of Strata through the company Allum Holding AS. Mr. Spetalen is further a director on the board of directors of Strata. The Transaction is thus a transaction between related parties and Mr. Spetalen has therefore not participated in the respective boards' discussion of the Transaction. The Company's board of directors has obtained an independent fairness opinion from Swedbank in compliance with section 4 of the Norwegian Corporate Governance Code.
Accession to the merger plan will be discussed and voted over at an extraordinary general meeting of the Company to be held on 27 March 2015. The general meeting will also consider the share capital increase entailed by the Transaction. The Company and Strata have received confirmation from shareholders holding more than 2/3 of the outstanding shares and votes in the Company and Strata that they will vote for the Transaction.
The Company considers the Transaction to be an exciting investment opportunity. Strata has invested in knowledge-based companies and is focused on active ownership through common understanding of goals between shareholders, directors and management to obtain sustainable growth, operational efficiency and optimal financing.
The Company also considers that the Transaction will increase the attractiveness of the Company's shares as a listed instrument through a larger shareholder base and increased liquidity in the Company's shares. The Transaction may also serve as basis for further value creation through a larger assets base and thus making the Company more attractive for potential business partners.
The Transaction is in line with the Company's strategy to maintain its listing at Oslo Axess and further develop the Company as an investment company.
The Company will prepare a detailed stock exchange announcement to be released within three trading days and information memorandum/ similar document as prospectus in accordance with the Norwegian Securities Trading Act section 7-5 no. 5 to be released within the time limit set out in the Continuing Obligations of stock exchange listed companies section 3.5.4.
For further information, please contact:
CEO Espen Lundaas
+47 92 43 14 17