Stena Sessan announces a recommended cash offer of SEK 9.80 per class B share to the shareholders of Concordia Maritime

Stena Sessan AB[1] (“Stena Sessan”) hereby announces a recommended public offer to the shareholders of Concordia Maritime Aktiebolag (publ)[2] (“Concordia Maritime” or the “Company”) to tender all class B shares[3] in Concordia Maritime to Stena Sessan at a price of SEK 9.80 per class B share (the “Offer”), which represents a premium of 59.2 percent to the volume-weighted average trading price of SEK 6.16 for the class B shares over the last 90 trading days. The class B shares in Concordia Maritime are listed on Nasdaq Stockholm.

Press release

12 December 2023

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, New Zealand, South Africa or the United States, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares in the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

“Concordia Maritime has completed a number of vessel divestments during the past few years and today only one vessel remains, which is employed on a charter with options for extension up until 2030. We therefore believe that the Company’s operations are better suited for an unlisted environment and offer other shareholders to benefit from the current value of the Company’s assets in an attractive way, and accordingly, avoid being locked in during the remaining charter period.” says Karl Swartling, CEO of Stena Sessan.

Summary of the Offer

• Stena Sessan offers SEK 9.80 in cash per class B share in Concordia Maritime. The total value of the Offer, based on the 22,833,451 class B shares in Concordia Maritime not directly or indirectly owned by Stena Sessan, amounts to approximately SEK 224 million, or SEK 468 million for all shares in Concordia Maritime.

• The price offered for the class B shares represents a premium of 55.6 percent to the closing price for the class B shares on 11 December 2023 (the last day of trading prior to the announcement of the Offer), a premium of 58.2 percent to the volume-weighted average trading price for the class B shares over the last 30 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer) and a premium of 59.2 percent to the volume-weighted average trading price for the class B shares over the last 90 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer).

• Stena Sessan will not increase the consideration of SEK 9.80 in the Offer. By this statement, Stena Sessan cannot, in accordance with the Swedish Stock Market Self-Regulation Committee’s Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”), increase the consideration in the Offer.

• The independent bid committee of Concordia Maritime unanimously recommends that Concordia Maritime’s shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Fearnley Securities AS (“Fearnley Securities”).

• As of the date of this press release, Stena Sessan holds 20,896,347 class B shares and 4,000,000 class A shares in Concordia Maritime, corresponding to approximately 52.16 percent of the shares and approximately 72.73 percent of the votes in Concordia Maritime

• Peter Edwall, who via Ponderus Invest AB holds 2,309,006 class B shares in Concordia Maritime, corresponding to approximately 4.84 percent of the shares and approximately 2.76 percent of the votes, has declared his support for and intention to accept the Offer.

• The acceptance period in the Offer is expected to commence on 14 December 2023 and end on 11 January 2024.

Background and reasons for the Offer

During the past two years, Concordia Maritime has successfully made use of the strong tanker market and divested twelve vessels. These divestments have allowed the Company to repay debt and establish a net cash position. Today, Concordia Maritime’s fleet comprises only one P-MAX vessel, Stena Polaris. Since the beginning of 2022, the vessel is employed on a bareboat contract to Crowley Government Services Inc., USA. The charter runs with options for extension up until 2030.

Due to the shrinking fleet, a review of the Company’s administrative costs and resources has been initiated. During the year, the Company’s management and board of directors have also evaluated new business opportunities within similar and new segments, all dependent on significant capital injections. Stena Sessan believes conditions are currently unfavorable for making additional investments in the Company, given the prevailing uncertain capital market sentiment and historically high vessel values.

It is Stena Sessan’s intention to retain Stena Polaris and maintain the limited operations associated with the chartered-out vessel during its remaining charter. Stena Sessan’s overall assessment is that the Company’s continued operations are better suited for an unlisted environment during the remainder of Stena Polaris’ charter.

Stena Sessan makes the Offer in order for the other shareholders to be able to capitalise on the value of the Company’s assets in a time-efficient and attractive way, and accordingly, avoid being locked in during the remaining charter. Stena Sessan believes that the Offer is generous and that it represents a significant premium to the current share price.

Stena Sessan values the expertise of Concordia Maritime’s management and employees and intends to maintain the solid relationships that Concordia Maritime has with its employees. It is Stena Sessan’s current intention to keep Concordia Maritime’s operations intact, without any material changes with regard to Concordia Maritime’s employees and management or to Concordia Maritime’s existing organization and operations, including the terms of employment and locations of the operations, other than such changes which have already been resolved upon by Concordia Maritime. Any specific initiatives to be implemented in the Company will be determined together with Concordia Maritime’s management, in light of a detailed review of the operations in the period following the completion of the Offer. Before then, it is too early to say which initiatives will be implemented and the impact these could have. Furthermore, it is assumed that the Offer will not result in any changes with regard to Stena Sessan’s employees and management, and Stena Sessan does not have any strategic plans which could have an impact on the terms of employment and locations where Stena Sessan’s operations are conducted.

The Offer

Consideration

Stena Sessan offers SEK 9.80 in cash for each class B share in Concordia Maritime.

Stena Sessan will not increase the consideration of SEK 9.80 in the Offer. By this statement, Stena Sessan cannot, in accordance with the Takeover Rules, increase the consideration in the Offer.

Should Concordia Maritime, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.

No commission will be charged in respect of settlement of the class B shares in Concordia Maritime tendered to Stena Sessan under the Offer.

Premiums

The price in the Offer represents a premium of[4]:

• 55.6 percent compared to the closing price on Nasdaq Stockholm on 11 December 2023 (the last day of trading prior to the announcement of the Offer) of SEK 6.30 for the class B shares;
• 58.2 percent compared to the volume-weighted average trading price of SEK 6.19 for the class B shares over the last 30 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer); and
• 59.2 percent compared to the volume-weighted average trading price of SEK 6.16 for the class B shares over the last 90 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer).

Total value of the Offer

The total value of the Offer, based on the 22,833,451 shares in Concordia Maritime not directly or indirectly owned by Stena Sessan, amounts to approximately SEK 224 million. The Offer values Concordia Maritime, based on all 47,729,798 outstanding shares in Concordia Maritime, to approximately SEK 468 million.

Acceptance period

The acceptance period in the Offer is expected to commence on 14 December 2023 and end on 11 January 2024. Settlement is expected to be initiated on 19 January 2024.

Statement from the independent bid committee of Concordia Maritime and fairness opinion

The independent bid committee of Concordia Maritime has evaluated the Offer and informed Stena Sessan that the bid committee of Concordia Maritime has unanimously resolved to recommend the shareholders of Concordia Maritime to accept the Offer. The bid committee of Concordia Maritime has further informed Stena Sessan that the bid committee of Concordia Maritime has obtained a fairness opinion from Fearnley Securities, according to which the Offer is assessed to be fair for Concordia Maritime’s class B shareholders from a financial perspective, based on the assumptions and considerations included in the statement.[5]

Stena Sessan’s shareholding in Concordia Maritime

Stena Sessan currently owns 20,896,347 class B shares and 4,000,000 class A shares, corresponding to approximately 52.16 percent of the shares and approximately 72.73 percent of the votes in Concordia Maritime.

Neither Stena Sessan nor any of its closely related parties, has acquired any shares in Concordia Maritime at a price above the price in the Offer during the six months that have preceded the announcement of the Offer or hold any financial instruments in Concordia Maritime that provide a financial exposure equivalent to a holding of shares in Concordia Maritime.

Declaration of intent from shareholders in Concordia Maritime

Peter Edwall, who via Ponderus Invest AB holds 2,309,006 class B shares in Concordia Maritime, corresponding to approximately 4.84 percent of the shares and approximately 2.76 percent of the votes, has declared his support for and intention to accept the Offer.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

1. the Offer being accepted to such extent that Stena Sessan becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Concordia Maritime;
2. no other party announcing an offer to acquire shares in Concordia Maritime on terms that are more favorable to the shareholders of Concordia Maritime than the Offer;
3. with respect to the Offer and completion of the acquisition of Concordia Maritime, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Stena Sessan’s opinion, are acceptable;
4. neither the Offer nor the acquisition of Concordia Maritime being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Concordia Maritime’s financial position or operations, including Concordia Maritime’s sales, results, liquidity, equity ratio, equity or assets;
6. no information made public by Concordia Maritime, or otherwise made available to Stena Sessan by Concordia Maritime, being inaccurate, incomplete or misleading, and Concordia Maritime having made public all information which should have been made public; and
7. Concordia Maritime not taking any action that is likely to impair the prerequisites for making or completing the Offer.

Stena Sessan reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Stena Sessan’s acquisition of Concordia Maritime or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

Stena Sessan reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1 above, that Stena Sessan reserves the right to waive the condition and to complete the Offer at a lower level of acceptance.

Stena Sessan may acquire, or take measures to acquire, shares in Concordia Maritime in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be published in accordance with applicable rules.

Certain closely related parties and conflicts of interest

As of the date of this press release, Stena Sessan owns 20,896,347 class B shares and 4,000,000 class A shares in Concordia Maritime, corresponding to approximately 52.16 percent of the shares and approximately 72.73 percent of the votes in Concordia Maritime. Accordingly, Stena Sessan is Concordia Maritime’s parent company. This circumstance means that Section III of the Takeover Rules is applicable to the Offer, entailing that the acceptance period shall be at least four weeks and that Concordia Maritime is obliged to obtain and announce a valuation (a fairness opinion) regarding the shares in the Company from independent experts.

Furthermore, since Henrik Hallin, board member of Concordia Maritime, is the CFO of Stena Adactum, he has not participated in the board of directors’ evaluation of or resolutions regarding matters related to the Offer, in accordance with the Takeover Rules. In light of previous assignments for the Stena sphere, not either Stefan Brocker, chairman of the board of Concordia Maritime, has participated in the board of directors’ evaluation of or resolutions regarding matters related to the Offer, in accordance with the Takeover Rules.

Information about Stena Sessan

Stena Sessan AB is part of the Stena sphere and owned by the Olsson family. Through collaboration with co-owners, management teams and organisations, Stena Sessan develops businesses that can address the needs and challenges that the future holds, and safeguard a responsible development for future generations. Stena Sessan’s investment strategy is built on flexibility and a long-term investment horizon.

Information about Concordia Maritime

Concordia Maritime is an international tanker shipping company, focusing on safe, sustainable and reliable transportation of refined oil products, chemicals and vegetable oils. Today, Concordia Maritime’s vessel fleet consists of one P-MAX vessel, Stena Polaris. The Company’s class B shares were first listed on Nasdaq Stockholm in 1984.

Financing of the Offer

The Offer is not subject to any financing condition. The Offer is fully financed by Stena Sessan’s available funds and a credit facility secured for the intended transaction, with customary conditions to drawdown.

Review of information in connection with the Offer

Stena Sessan has, in connection with the preparations of the Offer, conducted a due diligence review of Concordia Maritime. Concordia Maritime has confirmed that Stena Sessan has not been provided with any inside information in connection with the due diligence review.

Approvals from authorities

Completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, being obtained, in each case on terms which, in Stena Sessan’s opinion, are acceptable. However, it is Stena Sessan’s assessment that the transaction does not require any approvals from authorities.

Preliminary timetable[6]

Publication of the offer document 13 December 2023

Acceptance period  14 December 2023 – 11 January 2024

Commencement of settlement  19 January 2024

Stena Sessan reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by Stena Sessan by means of a press release in accordance with applicable rules and regulations.

Compulsory redemption proceedings and delisting

As soon as possible after Stena Sessan has acquired shares representing more than 90 percent of the total number of shares in Concordia Maritime, Stena Sessan intends to commence compulsory redemption proceedings under the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) to acquire all remaining shares in Concordia Maritime. In connection therewith, Stena Sessan intends to promote delisting of Concordia Maritime’s shares from Nasdaq Stockholm.

Applicable law and disputes

The Offer, as well as the agreements entered into between Stena Sessan and the shareholders in Concordia Maritime as a result of the Offer, shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer. Furthermore, Stena Sessan has, in accordance with the Swedish Act on Public Takeovers on the Stock Market (Sw. lag om offentliga uppköpserbjudanden på aktiemarknaden (2006:451)), on 7 December 2023 contractually undertaken towards Nasdaq Stockholm AB to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm AB in event of breach of the Takeover Rules.

Advisors

Stena Sessan has retained SEB Corporate Finance as financial advisor and Advokatfirman Vinge as legal advisor in connection with the Offer.

Stena Sessan AB

The board of directors

Information about the Offer

Information about the Offer is available at:

www.stenasessan.se/en/offer/

The information was submitted for publication on 12 December 2023 at 08:00 a.m. (CET).

For additional information, please contact:

Karl Swartling, CEO, Stena Sessan AB

Tel: +4676 102 37 84, e-mail: karl.swartling@stenasessan.com

Important information

This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.

The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that additional offer documents be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.

The distribution of this press release and other documentation related to the Offer may in certain jurisdictions be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Stena Sessan disclaims any responsibility or liability for the violations of any such restrictions by any person.

In accordance with Swedish law and customary practices, Stena Sessan or its closely related parties or its proxies (on behalf of Stena Sessan or, as applicable, its closely related parties) and closely related parties of its financial advisers may, at various times and by means other than the Offer, directly or indirectly, acquire or arrange for the acquisition of shares in Concordia Maritime comprised by the Offer or other securities exercisable, convertible or exchangeable for such shares, prior to or during the period of acceptance of the Offer. Such acquisitions may be made either on the open market or through private transactions. Information on such acquisitions or arrangements for acquisitions will be published in accordance with applicable Swedish law.

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, New Zealand, South Africa or the United States, or any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Stena Sessan and Concordia Maritime. Any such forward-looking statements speak only as of the date on which they are made and Stena Sessan has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.