Prosafe signs agreement to acquire Axis Nova and Axis VegaVessel & ROV News // December 14, 2016
Prosafe SE, which earlier signed a letter of intent with Axis Offshore Pte Ltd for the potential acquisition of all outstanding shares in the two single purpose companies Axis Nova Singapore Pte Ltd and Axis Vega Singapore Pte Ltd, and 25 per cent of the shares in Dan Swift (Singapore) Pte Ltd, says it has reached definitive agreements with Axis to do so and the transactions have been executed.
The consideration for the transaction of US$70 million will be settled by Prosafe in kind, through the issuance of 5,868,900 ordinary shares priced at NKr 30 per share, and subordinated zero coupon convertible bonds of NKr 403,092,000, convertible into 13,436,400 shares at a conversion price of NKr 30 per share.
Closing of the transaction and issuance of the consideration securities is expected to take place shortly and will be completed pursuant to the approval of and authorisation granted by the extraordinary general meeting on 30 November 2016.
As previously reported, the transaction represents an important step in Prosafe’s strategy and ambitions of high grading the fleet and taking the strategic lead in the offshore accommodation industry. Through the transaction Prosafe gains control over two new, high-spec semi-submersible vessels without reducing its liquidity or increasing leverage.
Given the termination and refund rights embedded in the relevant vessel construction contracts, this therefore provides strategic and financial optionality for Prosafe with significant downside protection.
Clarksons Platou Securities and Schjødt acted as advisors to Prosafe. Danske Bank has delivered a fairness opinion on the terms of the transaction to the Board of Prosafe.