Stolt-Nielsen Limited, through its subsidiary Stolt-Nielsen Gas Ltd., announced on March 5, 2025, the launch of a compulsory acquisition of the remaining issued and outstanding shares of Avenir LNG Limited following the completion of a share purchase agreement initially disclosed on January 27, 2025, according to the company's release.
The prior transaction involved acquiring all shares of Avenir LNG owned by Golar LNG Limited and Aequitas Limited, resulting in Stolt-Nielsen Gas Ltd. holding more than 95% of Avenir LNG’s shares and votes.
Under section 103 of the Companies Act 1981 of Bermuda, Stolt-Nielsen Gas Ltd. is proceeding with the acquisition, offering a purchase price of $1.00 per Avenir LNG share, consistent with the price in the initial transaction.
The settlement amount per share is NOK 11.19, equivalent to $1.00 based on Norges Bank’s mid-rate on March 4, 2025, and will follow standard procedures in the Euronext Securities Oslo system (VPS).
Shareholders may apply to the Supreme Court of Bermuda for an appraisal of their shares’ value between March 11, 2025, and April 11, 2025; otherwise, Stolt-Nielsen Gas Ltd. will acquire the shares after this period, or within one month of a court appraisal, at the court-fixed price, or cancel the acquisition notice.
Completion and settlement are expected on or about April 16, 2025, if no appraisal requests are filed.
Post-acquisition, Stolt-Nielsen Gas Ltd. plans to delist Avenir LNG’s shares from Euronext N-OTC.
Avenir LNG shareholders, holding Sponsored Norwegian Depository Receipts (SNDRs) through Equro Issuer Services AS, must contact Equro to exercise rights, including transferring shares for appraisal applications.
Stolt-Nielsen Limited is a Norwegian company founded in 1959, it operates globally in logistics, distribution, and aquaculture, with divisions including Stolt Tankers, Stolthaven Terminals, and Stolt Sea Farm, and is listed on the Oslo Stock Exchange.
Avenir LNG Limited is a Bermuda-registered company established in 2018, it focuses on small-scale LNG supply, operating a fleet of five LNG bunkering vessels with two more under construction, supporting the marine energy transition.
Golar LNG Limited is a Bermuda-based company founded in 2001, it specializes in LNG shipping and regasification, operating a fleet of LNG carriers and floating storage regasification units.