Agreement to launch recommended voluntary cash offer of NOK 20.50 per share to the shareholders of Belships ASA
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Oslo, 19 December 2024.
The board of directors of Belships ASA (“Belships” or the “Company“, and, together with its subsidiaries, the “Group“; OSE trading symbol “BELCO”) today announces that an agreement (the “Transaction Agreement“) has been reached with Blue Northern BLK Ltd (“Blue Northern” or the “Offeror“) for the launch by the Offeror, subject to certain conditions, of a recommended voluntary cash tender offer (the “Offer“) to acquire all issued and outstanding shares of the Company (the “Shares“). A cash consideration of NOK 20.50 (the “Offer Price“) will be offered per Share, representing an aggregate equity purchase price of approximately NOK 5.182 billion (excluding the treasury shares owned by the Company).
The Offer Price represent:
* A premium of 29.4% to the closing trading price for the Shares on 19 December 2024 of NOK 15.84;
* A premium of 19.4% to the volume weighted average share price since the Company’s announcement regarding a strategic review on 26 November 2024 of NOK 17.16; and
* A premium of 17.2% to the thirty (30) days’ volume weighted average share price adjusted for dividend up to and including 18 November 2024 of NOK 17.49.
The Offeror is special purpose vehicle incorporated for the purpose of launching the Offer and was formed by funds managed by the Blue Ocean maritime investment team at EnTrust Global (“EnTrust“).
The Company’s board of directors (the “Board“) has unanimously resolved to recommend the shareholders of Belships to accept the Offer. The Board has received a fairness opinion from Nordea Bank Abp, filial i Norge (the “Fairness Opinion“) concluding that the Offer Price is fair, from a financial point of view.
Shareholders, including members of the Board and the executive management of the Company, who collectively own approximately 61.23% of the Company’s issued and outstanding share capital (excluding treasury shares owned by the Company), have given irrevocable undertakings to accept the Offer. All share options held by management and employees will be cash settled based on the Offer Price in connection with the Offer.
Peter Frølich, Chair of the Board, and Lars Christian Skarsgård, CEO of Belships ASA, comments in a joint statement: “Six years have passed since the merger between Belships ASA and the Lighthouse Group and our goal was to develop the company through strategic investments aimed at expansion, and to obtain competitive returns for our shareholders. The total return during the period amounts to 455 per cent including dividends. This has been a successful exercise of value creation and company development, and we now find it compelling to be able to present our shareholders with the opportunity for realisation, and yet another step forward in Belships long history as a company. The board is satisfied that the offer represents a fair valuation in current circumstances, as is also reflected in the recommendation to shareholders to accept the offer.”
Svein Engh, Senior Managing Director and Portfolio Manager of EnTrust comments: “This acquisition will allow the Blue Ocean team to continue the growth of its maritime investment portfolio through an investment in an attractive and versatile platform with a modern fleet of Ultramax carriers. We are excited to partner with the Belships team and are committed to building on the company’s strong track record in the coming years.”
Key highlights of and summary of the Offer:
The complete details of the Offer, including all terms and conditions, will be included in an offer document (the “Offer Document“) to be sent to the Company’s shareholders with known addresses following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The Offer Document is expected to be approved by the Oslo Stock Exchange in time for the Offer Period (defined below) to commence no later than on 24 January 2025. The Offer may only be accepted on the basis of the Offer Document.
The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
Offer Price
The Company’s shareholders will be offered NOK 20.50 per Share in cash. The total value of the Offer is approximately NOK 5.182 billion, based on the number of issued and outstanding Shares (excluding the treasury shares owned by the Company) as at the date of this announcement.
If the Company should resolve to distribute dividends or make any other distributions to the Company’s shareholders with a record date prior to completion of the Offer, the Offer Price shall be adjusted to compensate for the effects of such dividends or other distributions. If such adjustment is made, the acceptance by a previously accepting shareholder shall be deemed an acceptance of the Offer as revised.
Offer Period
The acceptance period for the Offer is expected to commence no later than on 24 January 2025, following publication of the Offer Document, and will remain open for no less than 20 U.S. business days (the “Offer Period“). The Offeror may in its sole discretion extend the Offer Period (one or more times) up until 31 March 2025 (inclusive). Any extension of the Offer Period will be announced prior to the expiry of the prevailing Offer Period.
Barring unforeseen circumstances or any extensions of the Offer Period, it is expected that the Offer will at the latest be completed during the first/second quarter of 2025, following satisfaction or waiver (as applicable) of all conditions for the Offer.
Board Recommendation
After careful consideration of the terms and conditions of the Offer, the Board has unanimously resolved to recommend that the shareholders of the Company accept the Offer. The Board has based its recommendation on an assessment of various factors, including but not limited to, its assumptions regarding the Company’s business and financials, performance and outlook, as well as deal certainty.
When resolving to recommend the Offer, the Board has considered the Offer Price and the other terms and conditions of the Offer. The Board has received the Fairness Opinion from Nordea Bank Abp, filial i Norge, as an independent third party, with respect to the financial aspects of the Offer. On this basis, the Board believes that the terms of the Offer are fair, from a financial point of view, and that the Offer is in the best interests of the Company, its shareholders and its employees.
Pre-acceptances
The Company’s largest shareholders, certain members of the Board and the executive management of the Company, being, either directly or indirectly, Lars Christian Skarsgård (CEO), Yngve Aslaksen Gram (CFO), Peter Frølich (Chair of the Board), Frode Teigen (Board member), Carl Erik Steen (Board member), Jorunn Seglem (Board member), Birthe Cecilie Lepsøe (Board member), Sten Stenersen (Board member) and Jan Erik Sivertsen (Observer), representing in aggregate approximately 61.23% of the Shares (excluding treasury shares), have entered into undertakings to tender their shares into the Offer. These pre-acceptances are binding and irrevocable, unless (i) the Offer has lapsed, been terminated or otherwise expired or (ii) if the Offeror has not, on or prior to 16:30 CET on 31 March 2025, publicly announced that the condition for closing of the Offer regarding “Minimum Acceptance” has been satisfied or waived by the Offeror.
Background and rationale for the Offer
EnTrust is actively focused on expanding its presence in maritime and maritime infrastructure investments through its Blue Ocean Strategy, which currently has over $5 billion in total managed assets and capital commitments. EnTrust has a dedicated team managing the firm’s maritime investments with long-term track records in related sectors. EnTrust believes this transaction represents a significant opportunity to increase Blue Ocean’s presence in the dry bulk shipping space, with Norway as an attractive maritime hub.
Conditions for Completion of the Offer
The Offer is not subject to any financing condition. As further detailed and specified in the Offer Document, completion of the Offer will be subject to fulfilment or waiver by the Offeror (in its sole discretion) of the following conditions:
* Minimum Acceptance: The Offer shall on or prior to the expiration of the Offer Period have been validly accepted by shareholders of the Company representing more than 90% of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted (as defined below) basis, and such acceptances not being subject to any third party consents in respect of pledges or other rights. For this purpose, “Fully Diluted” shall mean all issued Shares in the Company (excluding any treasury shares) together with all shares and securities which the Company would be required to issue if all rights to subscribe for or otherwise require the Company to issue additional shares or securities, under any agreement or instrument, existing at or prior to completion of the Offer, were exercised, with the exception of 5,600,000 share options issued by the Company, which shall be settled in cash in conjunction with completion of the Offer (and subject to such cash settlement being made).
* Board recommendation: A recommendation from the Board to the Company’s shareholders to accept the Offer shall have been issued and not, without the Offeror’s written consent or as otherwise permitted under the Transaction Agreement, been amended, modified or withdrawn.
* Ordinary conduct of Business: Except as explicitly provided for under the Transaction Agreement or as disclosed to the Offeror prior to execution of the Transaction Agreement, that (i) the business of the Group, in the period until settlement of the Offer, has in all material respects been conducted in the ordinary course of business consistent with past practice; (ii) there has not been made, and not been passed any decision to make or published any intention to make any changes in the share capital of the Company, issuance of options, warrants and/or rights which entitles holders to demand new shares or securities in the Company, declaration or payment of dividends or other distributions to the Company’s shareholders (whether in cash or in kind) other than quarterly dividends in the ordinary course and consistent with past practice, proposals to shareholders for merger or de-merger, or any other change of corporate structure except for any merger, demerger or other change of corporate structure made as a part of any ordinary internal reorganisation; (iii) the Company shall not have entered into any agreement for, or carried out any transaction that constitutes, a competing offer; or (iv) the Company and its direct or indirect subsidiaries shall not have entered into any agreement providing for acquisitions or disposals other than in the ordinary course of business.
* No governmental interference: No court or governmental or regulatory authority of any competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that has the effect of the Offer not being able to be consummated or, in connection with the Offer, impose conditions upon the Offeror or any entities within the Group which would require the Offeror to incur any material expenditure, would prohibit or significantly impair the Offeror’s ownership or operation of the Group, or is reasonably likely to have a material adverse effect on the business, operations, property or financial condition of the Group or the Offeror.
* No Material Adverse Change: No Material Adverse Change shall have occurred between the date of the Transaction Agreement and until settlement of the Offer. For this purpose, “Material Adverse Change” shall mean any fact, circumstance, development, event or change, which individually or in aggregate, is materially adverse to the business, assets, operations, condition (financial or otherwise), or result of operations of the Group (taken as a whole), excluding facts, circumstances, developments, events or changes related to or resulting from (A) changes that generally affect the political environment, the economy or the credit, debt, financial or capital markets (save to the extent that the Group is materially disproportionately affected by such changes when compared to industry peers), (B) changes that affect generally the industry in which the Group operates (save to the extent that the Group is materially disproportionately affected by such changes when compared to industry peers), (C) changes in legal or regulatory conditions, applicable law, or statutory accounting principles, or (D) the announcement, existence or completion of the Offer or any action taken by the Offeror or its affiliates.
* No Material Breach or Termination of the Transaction Agreement. There shall have been no material breach by the Company of the Transaction Agreement, including for the avoidance of doubt no material breach of the warranties by the Company set out in the Transaction Agreement, and the Company shall not have terminated or attempted to terminate the Transaction Agreement, and the Company shall not have taken any actions or measures which would prevent or frustrate the Offer.
If, as a result of the Offer, the Offeror acquires and holds 90% or more of all Shares (excluding treasury shares owned by the Company), the Offeror will have the right, and intends to, carry out a compulsory acquisition of the remaining Shares. Alternatively, if the Offeror owns more than one third but less than 90% of the Shares following completion of the Offer (such situation requiring a waiver of the minimum acceptance condition to be resolved by the Offeror in its sole discretion), the Offeror will be required to make a mandatory offer for the remaining Shares in accordance with Section 6 of the Norwegian Securities Trading Act.
Furthermore, if, as a result of the Offer or otherwise, the Offeror holds a sufficient majority of the Shares, the Offeror intends to propose that the general meeting of the Company passes a resolution to apply for a de-listing of the Shares from the Oslo Stock Exchange.
Transaction Agreement
The Company and the Offeror have entered into the Transaction Agreement regarding the Offer. As part of the Transaction Agreement, and subject to customary conditions, the Board has entered into undertakings to only amend or withdraw its recommendation of the Offer if an unsolicited bona fide superior competing offer from a third party is made, and the Board determines (acting reasonably and in good faith and after consultation with its financial advisors and external legal counsel, taking into account all aspects of the relevant offers), that the superior competing offer is more favourable to the Company’s shareholders, and the Offeror has not matched the superior competing offer within a period of up to five business days from the date notice of the superior competing offer was given by the Company to the Offeror.
About Belships
Belships was founded in 1918 and is a shipowner and operator of geared bulk carriers with a modern fleet of Ultramax vessels. Belships provides shipping transportation services in a global market with customers and partners in all parts of the world. Our group’s business is managed from our office in Oslo.
About the Offeror and EnTrust
The Offeror is special purpose vehicle incorporated for the purpose of launching the Offer and was formed by funds managed by the Blue Ocean maritime investment team at EnTrust.
With over USD 15 billion in total assets*, EnTrust is a global alternative asset manager with over 500 institutional clients worldwide. EnTrust is headquartered in New York and London, with 11 offices globally, and provides alternative investment solutions through commingled funds and customized funds-of-one, with a focus on opportunistic credit, transportation finance, and energy transition strategies.
EnTrust’s Blue Ocean maritime investment platform is one of the leading investors solely dedicated to the ocean industries, and has deployed and committed approximately $5.0 billion into credit and equity investments since inception in 2017.
*Total Assets may be based on estimates and includes mandates awarded but not yet funded, amounts distributed to investors and contractually subject to recall, an amounts under non-discretionary investment advisory arrangements.
Advisors:
Fearnley Securities AS is acting as financial advisor to the Company in connection with the Offer. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company in connection with the Offer.
ABG Sundal Collier ASA is acting as financial advisor to the Offeror and its affiliates in connection with the Offer. Advokatfirmaet BAHR AS and Watson Farley & Williams is acting as legal advisor to the Offeror and its affiliates in connection with the Offer.
Media Contacts:
Belships
Lars Christian Skarsgård, Chief Executive Officer
Telephone: +47 977 68 061
E-mail: LCS@belships.no
For EnTrust and the Offeror:
Hiltzik Strategies
E-mail: EnTrust@hstrategies.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by Yngve Aslaksen Gram, Chief Financial Officer, on 19 December 2024 at the time set out above.
* * *
IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong, South Korea and Japan, or any other jurisdiction in which such would be unlawful. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that Belships is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC“) thereunder. The Offer will be made to holders of Shares resident in the United States (“U.S. Holders“) on the same terms and conditions as those made to all other holders of Shares of Belships to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to Belships’ other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. To the extent that the Offeror discloses any information about any purchases of Shares or any related securities outside of the tender offer in Norway, it will publicly discloses the same information in the United States. If the consideration paid by the Offeror or its affiliates in any transaction after the public announcement of the tender offer is greater than the tender offer price, the tender offer price shall be increased to match that price. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Belships, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
