Tender Offer
07 Abril 2003 - 3:35AM
UK Regulatory
Background
World Nordic is a special purpose company incorporated in Denmark
to own shares in Bergesen. It is owned by four private holding
companies: World Maritime Limited, World Finance International
Limited, World Shipping And Investment Company Limited, and Amherst
Shipping Limited.
These companies are controlled by Sohmen family interests, and own
the vessels collectively referred to as the World-Wide Shipping
fleet, which totals about 9 million deadweight tons and specialises
in very large crude carriers (VLCCs) as well as operating smaller
tankers and dry bulk vessels.
From 2001 to the present time, entities controlled by the Sohmen
family acquired A-shares and B-shares in Bergesen corresponding to
approximately 17 per cent of the share capital and 13 per cent of
the votes. Following discussions with the principal shareholders
of Bergesen, Petter C.G. Sundt and Morten Sig. Bergesen, an offer
was made to acquire their shares on the understanding that this
offer would be extended to all shareholders in the company.
Pursuant to these discussions, agreement was reached on 6 April
2003 whereby the principal shareholders have sold 16,575,106
A-shares at NOK 180 per share, representing 39.3 per cent of the
votes and total number of A-shares. The price per A-share paid to
the principal shareholders is inclusive of the proposed dividend
for 2002 of NOK 7 per share.
Furthermore, World Nordic has on 6 April 2003 acquired from Tauro
Company Ltd. 5,144,228 A-shares at NOK 180 per share, and 4,698,893
B-shares at NOK 155 per share, both prices inclusive of the
proposed dividend.
World Nordic thus currently controls 51.50 per cent of the A-shares
and 26.93 per cent of the B-shares, corresponding to 44.31 per cent
of the total share capital of Bergesen.
World Nordic will be making a mandatory cash offer for Bergesen A-
and B-shares in accordance with the Norwegian Securities Trading
Act, Chapter 4. The Offer will close and be settled after the
proposed ex-dividend date, leaving the proposed dividend of NOK 7
per share with the present owners.
The Offer represents a logical step towards the ongoing
consolidation which is currently taking place in the shipping
industry. Given the complementary fleets of Bergesen and World-Wide
Shipping, benefits are likely to be achieved for the group through
economies of scale and joint future efforts. The combined fleet
will represent the partnership of two strong brands in the shipping
industry with a long and successful heritage.
Owing to the strength of Bergesen's management team and its
particular expertise in the gas shipping arena, it is the intention
of World Nordic to maintain the operational headquarters in Oslo.
The company will retain its management team and a separate Board of
Directors to continue managing the Bergesen fleet.
The Offer
* The value of the Offer price and proposed dividend combined
will be NOK 180 per A-share. The Offer price for each Bergesen
A-share is NOK 173 payable in cash, in addition to the proposed
dividend for 2002 of NOK 7 per share.
* The value of the Offer price and proposed dividend combined
will be NOK 155 per B-share. The Offer price for each Bergesen
B-share is NOK 148 payable in cash, in addition to the proposed
dividend for 2002 of NOK 7 per share.
* Relative to the closing share price on 4 April 2003, the value
of the Offer price and proposed dividend combined represents a
premium of 28.6 per cent on the A-shares and 28.8 per cent on
the B-shares.
* Relative to the average closing share price over the last
month, the value of the Offer price and proposed dividend
combined represents a premium of 28.1 per cent on the A-shares
and 28.3 per cent on the B-shares.
* Relative to the average closing share price over the last 6
months, the value of the Offer price and proposed dividend
combined represents a premium of 27.7 per cent on the A-shares
and 27.7 per cent on the B-shares.
* The total offer values the equity of Bergesen at
NOK 10.3 billion. On 31 December 2002, Bergesen's net interest
bearing debt totalled NOK 4.3 billion. This implies an
enterprise value of NOK 14.6 billion.
Offer period and settlement
World Nordic intends to distribute an Offer document to Bergesen's
shareholders during the week commencing Monday 21 April 2003. The
Offer period is expected to be from 25 April 2003 until 23 May 2003
(both dates inclusive). World Nordic reserves the right to extend
the Offer period. Cash payment as settlement for shares tendered in
the Offer will take place as soon as practically possible after the
closing date of the Offer period. Payment is expected on 3 June
2003, but not later than 14 days after the closing date of the
Offer period.
Acquisition financing
The financing of the Offer is provided by a bank syndicate
consisting of HSBC Bank USA, Deutsche Bank AG in Hamburg, BNP
Paribas and WestLB AG.
The members of the bank syndicate have arranged the issuance of a
bank guarantee for the settlement in connection with the Offer, in
accordance with the Securities Trading Act, Section 4-10.
The Offeror
World Nordic is controlled by Sohmen family interests through the
four holding companies described above and collectively referred to
as the World-Wide Shipping fleet. World-Wide Shipping was founded
in 1955 by the late Sir Y.K. Pao, and is a leading private bulk
shipping company.
Dr. Helmut Sohmen, Sir Y.K. Pao's son-in-law and Chairman of
World-Wide Shipping Group Limited since 1986, is well known in the
shipping community. He has held prominent positions in many
leading local and international industry organisations, including
as President of the Baltic International Maritime Council (BIMCO),
Chairman of the Hong Kong Shipowners Association, and Chairman of
the Hong Kong General Chamber of Commerce. He was also Managing
Director of Hong Kong Dragon Airlines Limited. From 1998-2000, he
was International Chairman of the Pacific Basin Economic Council
(PBEC).
Among other directorships, Dr. Sohmen is currently also a
non-executive director of HSBC Holdings plc in London, and
non-executive Director and Deputy Chairman of The Hongkong and
Shanghai Banking Corporation Ltd in Hong Kong.
Advisers
Financial advisers to World Nordic are Carnegie ASA, Deutsche Bank
AG London and HSBC Bank plc. Legal advisor to World Nordic as to
Norwegian law is Bugge, Arentz-Hansen & Rasmussen.
Press conference
Journalists are invited to a press conference at Bergesen's offices
in Oslo, Drammensveien 106, today at 1100am (Norwegian time).
World Nordic ApS
The Board of Directors
For further information, please contact:
Andreas Sohmen-Pao
Executive Vice President, World-Wide Shipping Managers Pte Ltd
+47 93 49 23 02
Information for U.S. holders of Bergesen shares and ADSs
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The Offer described
in this press release may only be made pursuant to the terms of the
Offer document and the accompanying documents. The Offer will be
made for the securities of Bergesen, a company incorporated under
the laws of Norway, and will be made in the U.S. to all
shareholders of Bergesen pursuant to an offer document, an
acceptance form that will accompany the Offer document and other
related documents. These materials will be mailed to holders of
record in accordance with applicable law, on publication of the
formal Offer. The expected date of mailing the Offer document is
during the week commencing Monday 21 April 2003. Holders of
Bergesen shares may also request copies of these documents from
Carnegie ASA, the receiving agent for the Offer. Holders of
Bergesen shares should read carefully the Offer document and other
related documents when they become available because they will
contain important information about the Offer. The Offer will be
subject to the disclosure and procedural requirements of the laws
of Norway, which differ from those of the United States. Financial
statements included or referred to in this document have been
prepared in accordance with non-U.S. accounting standards that may
not be comparable to the financial statements of U.S. companies. It
may be difficult for U.S. holders of Bergesen shares and ADSs to
enforce such holders' rights and any claim such holders may have
arising under the U.S. federal securities laws, since the issuer is
located in a foreign country, and some or all of its officers and
directors may be residents of a foreign country. U.S. holders of
Bergesen shares and ADSs may not be able to sue a foreign company
or its officers or directors in a foreign court for violations of
the U.S. securities laws. It may be difficult to compel a foreign
company and its affiliates to subject themselves to a U.S. court's
judgment.
FORWARD LOOKING STATEMENTS
This press release contains certain statements that are neither
reported financial results nor other historical information. These
statements are "forward-looking statements" within the meaning of
the safe-harbor provisions of the U.S. federal securities laws.
Forward-looking statements related to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. These forward-looking statements reflect current
views about future events and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause actual
results to differ materially from those expressed in any
forward-looking statement. Certain factors that could cause actual
results to differ materially from expected results include, among
other things, delays in completing the transactions discussed
herein, difficulties in achieving benefits for the group through
economies of scale and joint future efforts, and changes in global
economic, business, competitive market and regulatory factors, as
well as other matters not known to offeror or Bergesen. World
Nordic does not intend and disclaims any duty or obligation to
update or revise any industry information or forward-looking
statements set forth in this document to reflect new information,
future events or otherwise.
This press release may not be released or distributed in Canada,
Australia or Japan. The offeror will not make any offer to specific
persons if such offer requires additional offer documents,
regulatory registration or other measures not already required
under Norwegian law.
This press release has been approved for the purposes of Section 21
of the Financial Services and Markets Act 2000 by D. Carnegie AB,
UK Branch, 24 Chiswell Street, London EC1Y 4UE, UK, who is
authorised by the Financial Services Authority Limited to carry on
investment business.
- ---END OF MESSAGE---
Copyright � Hugin ASA 2003. All rights reserved.