Oceanteam Bourbon 4 AS, a joint venture owned 50/50 by Oceanteam ASA ("OTS") and Bourbon Offshore Norway AS, has entered into a Memorandum of Agreement (Norwegian Sales Form) regarding the sale of the vessel CSV Southern Ocean the "Vessel Transaction". The sale is made subject to customary conditions and is expected to be completed in April 2021. After debt service, the sale of the vessel will generate a positive cashflow for the joint venture Oceanteam Bourbon 4 AS.
As disclosed earlier, Oceanteam intends to bring focus to its strategy going forward: focussing on a growing renewable – and energy transition market. In that respect a significant first step is being taken as described below.
In addition, the Company has entered into a term sheet (the "Term Sheet") with Corinvest B.V., Stichting Value Partners Family Office (together the "OTS Majority Shareholders"), Farvatn Private Equity AS ("Farvatn"), and Melesio Invest AS ("Melesio") (and together with the Company, the OTS Majority Shareholders, Farvatn and Melesio, the "Parties") regarding the Parties' intention to pursue a combination of PASSER Group AS ("PASSER") and the Company, whereby all the shares in PASSER are transferred to OTS against consideration shares in OTS (the "Transaction"). The Parties envisage that the Transaction will comprise the following main steps:
(i) Combination of OTS and PASSER OTS and PASSER will combine their activities in a transaction where OTS acquires 100% of the shares in PASSER against 71,428,000 consideration shares in OTS (the "Consideration Shares") to be issued at NOK 3.00 per share or equal to the subscription price in the Private Placement (as defined and described below). The number of Consideration Shares assumes that PASSER as of 31 December 2020 had a normal level of working capital and a net debt level of around zero (+/- MNOK 5), all of which to be confirmed in the due diligence to be conducted in connection with the Transaction. If the actual working capital and/or net debt levels deviates from these assumptions, the Parties shall discuss and agree appropriate adjustments to the number of Consideration Shares. As the nominal value of the shares in OTS are higher than the subscription price set out above, the nominal value of the shares must be reduced through a share capital decrease prior to (or simultaneous with) the issuance of the Consideration Shares to the shareholders in PASSER. PASSER is a leading provider of turnkey cable handling solutions used in the production, transportation, laying and storage of large offshore cables, serving some of the leading cable manufacturers and installation contractors in the world, and also has a growing business within cryogenic insulation solutions for sustainable shipping. Farvatn currently owns 85.43% of the shares in PASSER. The remaining shares in PASSER are owned by board members, employees of PASSER and employees of Farvatn.
(ii) Private Placement of new shares in OTS In order to strengthen the combined group going forward, OTS intends to carry out a private placement of new shares raising gross proceeds of up to NOK 125 million (the "Private Placement"), of which NOK 80 million will be underwritten (NOK 30 million by Farvatn, NOK 20 million by Melesio, and NOK 30 million by the OTS Majority Shareholders). The subscription price in the Private Placement is expected to be NOK 3.00 per share.
(iii) Mandatory Offer by Farvatn Farvatn's subscription and acquisition of Consideration Shares in the Transaction will trigger an obligation for Farvatn to submit a mandatory offer to acquire all the outstanding shares in OTS in accordance with Chapter 6 of the Norwegian Securities Trading Act. Farvatn will submit such mandatory offer as soon as possible after the acquisition of the Consideration Shares. The investors participating in the Private Placement will waive their right to accept the mandatory offer and undertake not to transfer any of their shares prior to completion of the mandatory offer.
(iv) Repair issue in OTS To facilitate equal treatment of all OTS shareholders, OTS intends to carry out a subsequent repair issue in which eligible shareholders in OTS (i.e. shareholders at the launch of the Private Placement not participating in the Private Placement, and who do not accept to sell shares in the mandatory offer) will be offered to subscribe for shares in OTS at the same subscription price as in the Private Placement.
The Parties intend to enter into a transaction agreement ("Transaction Agreement") containing customary terms and conditions for a transaction of this nature in the Norwegian market. The entry into of the Transaction Agreement is subject to (i) completion of a confirmatory due diligence with an outcome satisfactory to the Parties, and (ii) agreement on the terms and conditions of the Transaction Agreement and relevant ancillary documentation.
Completion of the Transaction will as a minimum be subject to the following mutual conditions:
(i) The continued listing of OTS following the Transaction being approved by the Oslo Stock Exchange;
(ii) the general meeting of OTS approving the issuance of the Consideration Shares, the required share capital decrease and authorisations to the board of directors required to implement the Private Placement and the repair issue;
(iii) if required, expiration of the creditor notification period for the share capital decrease without any objections from creditors outstanding;
(iv) approval by the Norwegian Financial Supervisory Authority, and publication, of the prospectus required for the listing of the Consideration Shares and the shares to be issued in the Private Placement, or alternatively, an agreement between the Parties to issue such shares on a separate ISIN number pending such approval and publication; and
(v) all regulatory approvals required for the completion of the Transaction being obtained.
The intention of the Parties is to reach a final agreement for the Transaction during the second quarter of 2021 and complete the Transaction and the Private Placement no later than during the third quarter of 2021.It is emphasized that the Term Sheet only expresses the Parties' mutual ambition, is subject to final agreements, and do not impose any legal obligation on the Parties to complete the Transaction. Hence, no assurance can be made that the Transaction, or any part thereof, will be completed in accordance with the indicated timeline, terms described above or at all. Any further announcement will be made as required.
The combined company
Rapid electrification will transform the energy mix by 2050 and drive significant investments in offshore connectivity infrastructure. The combination of Oceanteam and PASSER will create a leading provider of mission-critical solutions for handling of large offshore cables with a strong value proposition to clients and an attractive platform for further growth.
The combined company will have 1) a comprehensive offering covering all phases of the offshore cable lifecycle 2) attractive size, scale and diversification 3) a fully integrated value chain 4) strong and recurring client base with an offshore renewable focus and 5) attractive organic and strategic growth prospects.
The overall strategy of the combined company will be to continue its successful transition from fossil to renewable with a strategic focus on the high-growth offshore renewable market. Further, the combined company expects to drive industry consolidation in combination with accelerated international growth with focus on Europe, Asia and the US.
On behalf of the entire Board of Oceanteam Mr. Keesjan Cordia (as Chairman) and the Chairman of PASSER Mr. Tore Hopen express their strong commitment and enthusiasm to the transaction that will position the combined company well into the offshore renewable and clean energy megatrend: “we are both very excited on writing this new chapter in both our companies’ history in a changing world”.
The Company is being advised by ABG Sundal Collier ASA (financial) and Advokatfirmaet Thommessen AS (legal) in this transaction.