Floatel International and Prosafe sign merger agreement
Keppel Corporation Limited has announced that Floatel International Ltd, an associated company of Keppel Offshore & Marine Ltd (“KOM”), together with Floatel’s substantial shareholders, FELS Offshore Pte. Ltd. and OCM Wonder PF/FF Holdings PT, Ltd, have entered into an agreement with Prosafe SE, a company listed on the Oslo Stock Exchange, in relation to a proposed merger of the respective businesses of Floatel and Prosafe.
As part of the Transaction, Prosafe will acquire all of the ordinary shares in the capital of Floatel based on a 55 : 45 exchange ratio between Prosafe and Floatel respectively , in consideration for the issuance of new shares in Prosafe, equal to 45.0 per cent. of all the shares in Prosafe on a fully diluted basis, and new conditional preference shares, to the shareholders of Floatel relative to their shareholding in Floatel.
The Exchange Ratio was arrived at on an arms’ length basis between Floatel and Prosafe, utilising an asset-based future earnings valuation methodology, taking into consideration the age, specifications and earnings potential of their respective fleet assets. Applying the Exchange Ratio to FELS Offshore’s shareholding interest of 49.92 per cent. in Floatel, FELS Offshore would hold approximately 22 per cent. of all the shares in Prosafe on a fully diluted basis, after the Transaction is completed.
The Prosafe Preference Shares to be issued to the Floatel Shareholders, as mentioned above, shall entitle the holders to a preferential right to receive dividends, up to a maximum amount of US$20 million and such dividend amount may be adjusted downwards to a minimum amount of zero, depending on the final judgment or settlement in the litigation between Westcon Yards AS and Prosafe Rigs Pte. Ltd. (a subsidiary of Prosafe) concerning the conversion of the tender support vessel “Safe Scandinavia”. Upon distribution of the maximum dividend amount as mentioned above, or upon such dividend amount being adjusted downwards to zero, the Prosafe Preference Shares shall immediately be redeemed without any payment to the preference shareholders.