Solstad Offshore ASA, Farstad Shipping ASA and Deep Sea Supply sign merger plans
Reference is made to previous announcements concerning the planned combination of Solstad Offshore ASA (“SOFF” or “Solstad”), Farstad Shipping ASA (“Farstad”) and Deep Sea Supply Plc (“DESSC”) as first announced on 6 February 2017, and most recently the announcement of 13 March 2017 regarding inter alia the status of the merger plans, the company said in its press release.
The statutory merger plans have today been approved and signed by the boards of Solstad, Farstad, DESSC and Solstad’s relevant subsidiaries, into which Farstad and DESSC will be merged. The exchange ratio for Farstad’s shares is 0.028 SOFF shares per Farstad share (corresponding to 0.35:12.50). The exchange ratio for DESSC shares is 0.1052631578947368 SOFF shares per DESSC share (corresponding to 1.31578947368421:12.50).
Each of Solstad, Farstad and DESSC will immediately after this release also issue a separate release which will contain the relevant technical details on the mergers.
Assuming completion of the mergers and transactions ancillary thereto, the issued number of shares in SOFF is expected to be increased to 291,532,299 on the basis that the existing outstanding warrants in DESSC will be continued as warrants in SOFF, in total 1,052,631, instead of being exercised in DESSC. All shares will be of the same class.
Aker Capital AS (“Aker”), a subsidiary of Aker ASA, will hold 58,496,302 shares representing 20.1 % of the shares and votes, and Ocean Yield ASA (“Ocean Yield”), a subsidiary of Aker, will hold 8,836,681 shares, representing 3.0 % of the shares and votes. The aggregate holding of Aker and Ocean Yield will be 67,332,983 shares, representing 23.1 % of the shares and votes. Hemen Holding Limited will hold 46,961,289 shares, representing 16.1 % of the shares and votes. The Solstad family will, through its related companies SOFF Invest AS and Ivan II AS, hold 21,066,965 shares, representing approximately 7.2 % of the shares and votes. On a consolidated basis, the Farstad family will hold a total of 4,470,909 shares, representing a consolidated holding of 1.5 % of the shares and votes.
Ellen Solstad and Lars Peder Solstad of the Solstad family, who through their related companies hold shares in Solstad Offshore ASA, are a member of the board of directors and the Chief Executive Officer, respectively, of Solstad Offshore ASA.
Mr. Frank Ove Reite, CFO of Aker ASA, is a member of the board of directors of Solstad Offshore ASA.
Mr. Audun Stensvold, Investment Director of Aker ASA, is a member of the board of directors of Farstad Shipping ASA.