Palfinger Marine GmbH to acquire TTS Group ASA
The Boards of Directors of TTS Group ASA and Palfinger Marine GmbH have on 19 June 2016 entered into a transaction agreement regarding an acquisition of TTS Group ASA by Palfinger Marine GmbH. Under the terms of the agreement, Palfinger Marine GmbH will put forward a recommended voluntary cash offer pursuant to the Norwegian Securities Trading Act for all of the shares in TTS Group ASA.
Palfinger Marine GmbH offers to acquire all the shares in TTS Group ASA for a price per share of NOK 5.60 in cash. If the Offeror has not announced the settlement of the Offer within 1 September 2016, an interest equal to 5 % p.a. shall be added to the price to be paid per share, calculated from and including 1 September 2016, to and excluding the date the Offeror announces the settlement of the Offer.
The Offeror's decision and obligation to put forward the Offer is subject to the following: (i) the Board not having modified, qualified, amended or withdrawn its recommendation of the Offer; (ii) that the Company has made public any inside information regarding the Company and financial instruments issued by the Company, as defined by the Securities Trading Act section 3-2; (iii) that no material adverse change have taken place during the period beginning on the date of the transaction agreement and ending on the date when the voluntary offer document is published; and (iv) the transaction agreement not having been terminated. The Offeror may inter alia terminate the transaction agreement if material findings are revealed during a customary due diligence. Should any of the conditions for putting forward the Offer not be met, or waived by the Offeror, the Offer will not be made.
The Offer price values the total share capital of TTS Group ASA on a fully diluted basis at approximately NOK 600 million. This represents a premium of approximately 65% to the closing share price in TTS Group ASA on 17 June 2016, the last trading day prior to the announcement of the Offer and a premium of approximately 76% to the three month volume weighted average share price in TTS Group ASA for the period ending on 17 June 2016.
Shareholders representing 67% of the total issued shares in TTS Group ASA, including the Company's largest shareholders, the Skeie family, Rasmussengruppen AS, Holberg Norge, Barrus Capital AS and Skagen Vekst supports the Offer by having pre-accepted it subject to customary conditions. Subject to the Conversion (as defined below), 65.5% of the bondholders under TTS Group ASA's existing bond loan supports the Offer by having agreed to transfer shares issued upon Conversion to Palfinger Marine GmbH subject to customary conditions. That means that shareholders and bondholders representing 66.3 % of the shares in TTS Group ASA on a fully diluted basis supports the Offer by having pre-accepted it subject to customary conditions. All Board members and their respective close associates holding shares and/or bonds in the Company have given their pre-acceptance to the Offer in respect of the shares they hold or will receive upon the Conversion.
After careful consideration of the terms and conditions of the Offer, the Board of Directors has unanimously resolved to recommend that shareholders of TTS Group ASA accept the Offer. The Board of Directors has based its recommendation on an assessment of factors the Board has deemed relevant in relation to the Offer, including, but not limited to its assumptions regarding TTS Group ASA’s business and financials, strategic alternatives available for TTS Group ASA as well as different shareholder issues, including the fact that shareholders representing 66.3% of the shares in TTS Group ASA on a fully diluted basis already has pre-accepted the Offer.