On April 2, 2025, A.P. Møller Holding A/S (APMH), through its wholly owned subsidiary APMH Invest A/S (APMHI), announced an all-cash voluntary recommended purchase offer to acquire all issued and outstanding shares of Svitzer Group A/S (Svitzer), excluding treasury shares and shares already held by APMHI, according to Svitzer's release.
APMHI currently holds 47% of Svitzer's share capital and voting rights. The offer proposes a cash consideration of DKK 285 per share, subject to adjustment for any dividends or distributions paid prior to completion, including the proposed ordinary dividend of DKK 8.00 per share scheduled for resolution at Svitzer’s annual general meeting on April 10, 2025. If this dividend is approved, the offer price will be reduced to DKK 277 per share.
This offer values Svitzer's total share capital at approximately DKK 9.0 billion and represents a premium of approximately 31.7% compared to the closing share price of DKK 216.4 on Nasdaq Copenhagen as of April 1, 2025. It also reflects a premium of approximately 31.3% over the three-month volume-weighted average share price of DKK 217.1 and approximately 42.5% over the opening share price of DKK 200 on April 30, 2024.
The independent members of Svitzer’s Board of Directors have unanimously recommended that shareholders accept the offer.
APMHI has secured irrevocable undertakings to accept the offer from A.P. Møller og Hustru Chastine McKinney Møllers Familiefond and Den A.P. Møllerske Støttefond, representing 9.9% and 4.1% of the share capital and voting rights, respectively. Including these commitments, APMHI has support from approximately 61.0% of Svitzer's shareholders.
The offer is subject to customary conditions, including APMHI achieving ownership of more than 90% of Svitzer's share capital and voting rights, absence of material adverse changes, and obtaining necessary regulatory approvals from the Swedish Inspectorate of Strategic Products and the UK Secretary of State.
APMHI intends to initiate a compulsory acquisition of remaining shares and seek delisting from Nasdaq Copenhagen if the 90% threshold is met.
The offer period commenced on April 2, 2025, and is set to expire on April 30, 2025, at 5:00 p.m. (CEST). Completion of the offer is expected on or around May 2, 2025, with settlement anticipated by May 6, 2025.
A.P. Møller Holding A/S (APMH), established as the parent company of the A.P. Moller Group, is an investment company based in Denmark. It manages a diversified portfolio with a focus on long-term value creation in various sectors, including transportation, energy, and industrial businesses.
Founded in 1833, Svitzer is a global leader in towage and marine services. With a fleet exceeding 450 vessels, the company provides critical port infrastructure services, assisting large seaborne vessels in maneuvering within ports and terminals. Svitzer operates in over 140 ports and 40 terminals across 37 countries, serving approximately 2,000 customers.
