Today, Frontline Ltd. announced that it intends to present a public offer for all outstanding shares in Mosvold Shipping Ltd. at 5.50 Norwegian Kroner per share. The offer represents a 34% premium over Mosvold Shipping’s average closing price for the last 30 days on the Oslo Stock Exchange. This values Mosvold Shipping at approximately 420 million Norwegian Kroner (approximately USD 46 million).
The offering document will be sent to all shareholders of Mosvold Shipping this week with an acceptance period of two weeks.
Frontline controls 12 % of the share capital of Mosvold Shipping Ltd. through shares and forward contracts.
The main pre-conditions for the offer are
– that shareholders representing minimum 95% of Mosvold Shipping’s issued and outstanding shares accept the offer.
– that Frontline Ltd. is given the opportunity to review the loan agreement in respect of Mosvold Shipping Ltd.’s convertible loan and finds this not to include terms which will influence Frontline Ltd.’s valuation of Mosvold Shipping negatively.
– that the board of Mosvold Shipping declares that Frontline Ltd. will have complied with its duty to make an offer to all shareholders in Mosvold Shipping according to Art. 42 in Mosvold Shipping’s Bye-laws by making the offer.
– that the board of Mosvold Shipping declares that it will not make use of the provisions of Art. 35 in Mosvold Shipping’s Bye-laws as a basis for denying approval of any transfer of shares to Frontline as a consequence of the offer.
Any of these pre-conditions may be waived by Frontline.
Frontline Ltd. is the Bermuda registered holding company of the world’s largest crude oil tanker group. The company has a market capitalisation of approximately NOK 14 billion, and is listed on the Oslo and London Stock Exchanges and on the NASDAQ. Mosvold Shipping Ltd. is a Bermuda registered holding company of a crude oil tanker company listed on the Oslo Stock Exchange. The public offer for Mosvold is strategically based on Frontline’s wishes to continue the consolidation process within the highly fragmented tanker industry. A combination of Mosvold and Frontline will reduce the combined cost structure. The inclusion of Mosvold’s newbuilding program will also further strengthen Frontline’s position as the premium operator of modern tanker tonnage.
The financial advisor to Frontline and arranger of the public offer is Orkla Enskilda Securities ASA. Fearnley Fonds ASA is co-manager of the transaction.