More details of Solstad/Rem merger plan publishedNews // September 9, 2016
Solstad Offshore (SOFF or Solstad), REM Offshore (REM) and Solship Invest 1 (Solship Invest) have entered into a merger plan regarding the merger of REM with Solship Invest, with Solship Invest being the surviving entity, against issuance of consideration shares in SOFF.
Solship Invest is currently a wholly-owned subsidiary of SOFF and not Solship AS, another subsidiary of SOFF. SOFF's direct holding of Solship Invest is a change from SOFF's stock exchange release 31 August 2016.
The merger will be completed as a statutory triangular merger, whereby Solship Invest will be the surviving company. Solstad will in connection with the merger create a new class B shares which will have the same economic rights as the ordinary shares in SOFF (to be renamed class A shares), but with 1/10(th) vote.
It is Solstad's intention that the new class B shares can be an instrument for further consolidation in the industry.
As merger consideration, REM's shareholders will receive new SOFF class B shares. The merger will be based on an agreed exchange ratio of 0.0696 SOFF shares per REM share. This is based upon the issue prices of REM and SOFF's private placements, proposed earlier this June and July, of NOK 0.87 per share and NOK 12.50 per share respectively, corresponding to the agreed ratio of 0.0696 SOFF class B shares per REM share.
Åge Remøy and his related companies will receive up to 6 million SOFF class A shares for the first NKr 75 million in REM shares subscribed by them in REM's NKr 150 million directed share issue, which will be carried out as proposed
before the merger.
It is a condition from Åge Remøy's side that his current controlling position in REM is reflected by a significant voting interest in Solstad after the merger, which will be effected by his entitlement to half of the consideration shares attributable to the directed share issue in REM in the form of SOFF class A shares.
The principal shareholders of Solstad have agreed to this and look forward to having Åge Remøy as a key shareholder.