• 2019 April 16 17:36

    Songa Bulk ASA to merge with Axxis Geo Solutions AS

    Songa Bulk ASA and Axxis Geo Solutions AS have entered into a joint merger plan , pursuant to which Songa Bulk will assume the assets, rights and obligations of AGS against issuance of shares in Songa Bulk to existing shareholders of AGS.

    Key terms of the Merger and timeline:

    The exchange ratio in the Merger is based on an equity value of Songa Bulk of NOK 17.93 million, corresponding to a price per share of NOK 0.5, and an equity value of AGS of NOK 514.82 million, corresponding to a price per share of NOK 0.7.

    The shareholders of AGS will receive 1.4 shares of Songa Bulk per one (1) share in AGS, meaning that the shareholders of AGS upon completion of the Merger will receive a total of 1,029,636,885 shares in Songa Bulk, representing 96.6% of all issued shares in Songa Bulk immediately following completion of the Merger. The consideration shares issued will be ordinary shares in Songa Bulk, and shall be equal to all other issued and outstanding shares in Songa Bulk. Further details regarding the valuations and the exchange ratio is included in the Merger Plan which will be attached to the notice for the extraordinary general meeting Songa Bulk, expected to be held on or about 16 May 2019 (the "EGM").

    Following completion of the Merger, AGS will constitute 96.6% of the combined company, implying that the combined entity will for all practical reasons be transformed into a pure play ocean bottom node seismic company. Songa Bulk proposes to change its name to Axxis Geo Solutions ASA upon completion of the Merger.

    The Merger Plan and the issuance of the consideration shares are subject to approval by the EGM with at least two-thirds majority of the votes cast and of the share capital represented at the EGM.

    The completion of the Merger is also conditional upon satisfaction of a number of closing conditions, including but not limited to approval by the general meetings in Songa Bulk and AGS, necessary consents from third parties, continued listing of Songa Bulk on Oslo Axess and expiry of the creditor notice period without any creditor claims being made.

    The completion of the Merger and the issuance of the consideration shares are expected to take place shortly after expiry of the creditor notice period in June 2019, subject to the abovementioned conditions being fulfilled.

    Following the issuance of the considerations shares, there will be 1,065,498,885 shares outstanding in Songa Bulk. Songa Bulk further proposes a 1:10 reverse share split, to be completed after issue of the consideration shares.

    About AGS

    AGS is a leading pure play ocean bottom node seismic company uniquely positioned to pursue both contract and multiclient seismic. The company specializes on delivering tailored seismic solutions and flexible hands-on project management and execution. Its operation is based on a scalable asset light strategy through chartering of vessels and nodes to complete seismic surveys. The management of the Company has completed more than 100 seismic acquisition projects in more than 20 countries totalling in excess of USD 1 billion in revenues over the last 10 years.

     




2020 January 17

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16:02 Qatargas delivers first Q-Flex LNG cargo to Summit LNG FSRU in Bangladesh
15:49 Tallink Grupp sets group-wide CSR strategy and sustainable operations goals
15:23 RUB 127.57 billion of federal budget allocations approved for construction of Leader-class icebreaker
15:02 Dublin Port unitised trade up 3.6% in 2019
14:48 Seaspan Shipyards hosts ceremonial keel laying for the Royal Canadian Navy’s future Joint Support Ship
14:30 RF Navy's Black Sea Fleet minesweeper makes planned transition from Sevastopol to Mediterranean Sea
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12:03 Pyxis Tankers announces completion of sale of Pyxis Delta
11:38 KHI delivers LPG carrier PHOENIX GAIA
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11:03 Eagle Bulk Shipping joins Getting to Zero Coalition
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2020 January 16

18:37 CMA CGM announces FAK rates from India and Sri Lanka to North Europe and the Mediterranean
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16:39 Bunker prices are stable at the Far East ports of Russia following the recent growth (graph)
16:03 Vessels offered free shore power during Parkkade trial in Rotterdam
15:22 The CMA CGM Group is strengthening the organization of CEVA Logistics to begin the second phase of its development
15:03 New Stena Line ferry completes maiden voyage on Irish Sea
14:02 PIL launches new transpacific pendulum service, America Asia Service (AAS)
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13:02 THE Alliance unveils expanded service network for 2020
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11:26 Rosmorport summarizes results of its sailing ships's 2019 navigation season
11:01 Dmitry Stepanov appointed as General Director of Astrakhan Shipbuilding Production Association
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2020 January 15

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