Ocean Yield ASA: Commencement of offer period for recommended voluntary cash offer for all outstanding shares of Ocean Yield ASA at NOK 41 per share
06 Oct 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 6 October 2021 – Reference is made to the announcement on 13 September 2021 regarding an offer to acquire all outstanding shares of Ocean Yield ASA ("Ocean Yield" or the "Company") and the Oslo Stock Exchange's announcement of approval of the offer document dated 5 October 2021 (the "Offer Document"). Octopus Bidco AS (the "Offeror"), a company indirectly wholly owned by funds advised by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("KKR"), today announces the commencement of the offer period for the recommended voluntary cash offer (the "Offer") for all outstanding shares in Ocean Yield against a consideration in cash of NOK 41.00 per share (the "Offer Price").
The shareholders of Ocean Yield may tender their shares at the terms and conditions set out in the Offer Document from today, 6 October 2021, and until 5 November 2021 at 16:30 hours (CET), subject to extension.
The board of directors of the Company (the "Board") unanimously recommends the Offer. The Offer Price values the entire issued share capital of the Company at approximately NOK 7.2 billion and represents a 52 per cent and 37 per cent premium to the volume-weighted average price ("VWAP") of the Company for the twelve month and six month period ending on 10 September 2021 respectively, and a 36 per cent premium to the VWAP of the Company in the three-month period prior to the announcement of the Offer. The Offer Price will be (i) reduced by the amount of any dividend or other distributions made or declared by Ocean Yield with a record date after 12 September 2021 and prior to settlement of the Offer, and (ii) increased with any incremental sales price received by the Company for the FPSO Dhirubhai-1 (the “FPSO”) above USD 19 million if the FPSO is agreed to be sold prior to settlement of the Offer as further described in the Offer Document.
The Board's recommendation of the Offer is included as an attachment to the Offer Document. As the Offer is made pursuant to an agreement between the Offeror and the Company, the Board has in consultation with Oslo Stock Exchange appointed Danske Bank to provide an independent expert statement (the "Statement") in accordance with section 6-16 of the NSTA. Danske Bank has concluded that the Offer from a financial point of view represents a fair offer to the shareholders of Ocean Yield. The Statement is included as attachment to the Offer Document.
The largest shareholder of the Company, Aker Capital AS, representing 61.65 per cent of the outstanding shares in the Company, has irrevocably undertaken to accept the Offer on the first day of the offer period. In addition, the Offeror has received pre-commitments from all members of the Company's Board and executive management who hold shares in the Company, as well as certain other related parties, together holding approx. 2.02 per cent of the Company's shares, in which they have irrevocably undertaken to accept the Offer on the last day of the acceptance period for the Offer, however so that the undertakings may be revoked inter alia if the Board has amended or withdrawn its recommendation of the Offer in accordance with the terms as further described in the Offer Document.
The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document.
The Offer period commences today on 6 October 2021 and lasts until 5 November 2021 at 16:30 hours (CET). The Offeror may in its sole discretion extend the offer period (one or several times, but no more than seven days each time), but the offer period will in no event be extended beyond 15 December 2021 at 16:30 hours (CET).
The Offer Document, containing the full terms and conditions of the Offer will, subject to regulatory restrictions in certain jurisdictions, be sent today, 6 October 2021, to all shareholders in Ocean Yield whose address appears in the Company's share register in the Norwegian Central Securities Depositary (VPS) as of 5 October 2021.
As further detailed and specified in the Offer Document, the completion of the Offer will be subject to certain conditions being satisfied or waived by the Offeror (acting in its sole discretion).
The Offer Document, including the Board's recommendation and the Statement is, subject to regulatory restrictions in certain jurisdictions, available at www.arctic.com and www.oceanyield.no
Rationale for the Offer
The Offeror and KKR recognises that Ocean Yield has a diversified, young and energy-efficient fleet with a clear strategic direction and best-in-class management team. Ocean Yield’s ship leasing model of entering into long-term charter contracts brings resiliency through economic cycles.
Given the long-term capital requirements of the shipping sector, including in the context of the structural trend towards decarbonization, the Offeror and KKR believe that a private setting will provide Ocean Yield with improved access to capital, thereby benefiting all stakeholders, including Ocean Yield’s employees, existing and future clients, creditors, and the shipping industry more broadly.
The Offeror and KKR bring significant experience in leasing business models and transportation, in addition to providing long-term capital through its Infrastructure strategies and taking a collaborative approach to value creation.
Arctic Securities AS is acting as financial advisor to the Offeror and receiving agent in connection with the Offer. Wikborg Rein Advokatfirma AS and Simpson Thacher & Bartlett LLP are acting as legal advisors to the Offeror in connection with the Offer.
DNB Markets, a part of DNB Bank ASA, is acting as financial advisor and Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Offer. Advokatfirmaet BAHR AS is acting as legal advisor to Aker ASA and Aker Capital AS in connection with the Offer.
Ocean Yield: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield ASA), Tel +47 24 13 01 82, e-mail: firstname.lastname@example.org.
The Offeror and KKR: Bjørn Richard Johansen (press contact) at First House, Tel +47 47 80 01 00, e-mail: email@example.com.
Arctic Securities AS: Tel +47 22 93 72 41 / +47 22 93 72 42.
KKR is a leading global investment firm with approximately USD 429 billion in assets under management as of June 2021 and has a 45-year history of leadership, innovation and investment excellence. In the past 15 years, KKR has grown by expanding its geographical presence and building businesses in new sectors, such as credit, special situations, equity strategies, hedge fund solutions, capital markets, infrastructure, energy and real estate. KKR’s new efforts are based on its core principles and industry expertise, allowing it to leverage the intellectual capital and synergies across its businesses, as well as to capitalize on a broader range of opportunities.
KKR has significant experience and deep roots in infrastructure investing. KKR Infrastructure currently manages over USD 38 billion and has made 52 investments globally over the last 13 years.
KKR believes that the thoughtful management of environmental, social, and governance (ESG) issues are an essential part of long-term success in a rapidly changing world. KKR was one of the first major alternative assets investors to sign the United Nations-backed Principles for Responsible Investment (PRI) in 2009, and KKR’s Responsible Investment Policy (2020) articulates its approach to integrating the consideration of ESG risks and value creation opportunities into investment processes globally.
References to KKR’s investments in this announcement may include the activities of its sponsored funds and insurance subsidiaries.
About Ocean Yield
Ocean Yield ASA is a ship owning company with investments in vessels on long-term charters. The company has a significant contract backlog that offers visibility with respect to future earnings and dividend capacity. The Company's shares are listed on the Oslo Stock Exchange (ticker OCY).
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Offer is made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, is disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer is made by the Offeror and no one else.
The Offer is made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.