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Hamilton, Bermuda, 4 May 2021 - Larus Holding Limited (“JVCo”), a 50/50 joint
venture between Leif Höegh & Co. Ltd. (“LHC”) and Funds managed by Morgan
Stanley Infrastructure Partners (“MSIP”), today announced the completion of the
acquisition by way of amalgamation (the “Amalgamation”) of all of the issued and
outstanding shares of Höegh LNG Holdings Ltd. (“Höegh LNG” or the “Company”) not
owned by LHC or its affiliates, as referred to in previous announcements by the
Company on 8 March 2021 and 19 April 2021.
The Amalgamation has been duly registered in the Bermuda Registrar of Companies,
having been effected by way of an amalgamation between Larus Limited, a wholly
owned subsidiary of JVCo, and the Company. Shareholders of the Company (other
than holders of Excluded Shares, as defined in the amalgamation agreement) as at
the expiry of 4 May 2021 (the cut-off date), as they appear in the Company’s
shareholders register with the VPS as at the expiry of 6 May 2021 (the record
date), will receive the amalgamation consideration amounting to NOK 23.50 for
each Company share that they held.
With the completion of the Amalgamation, JVCo intends to undertake a
comprehensive review of the Company’s operational and financial strategy and
that of its affiliates to strengthen the financial profile of the group and will
carefully review its integrated business plan including future financial needs.
As previously noted, the common and preferred units of Höegh LNG Partners LP
(the “Partnership”) will remain outstanding and continue to trade on the New
York Stock Exchange.
JVCo, together with units owned directly by LHC, now owns and controls a 47.1
percent equity interest in the Partnership as well as 100% of the incentive
distribution rights and the non-economic general partner interest in the
Partnership.
Contacts:
Sveinung J. S. Støhle, President and Chief Executive Officer, Telephone +47 975
57 402
Håvard Furu, Chief Financial Officer, Telephone +47 991 23 443
Knut Johan Arnholdt, VP IR and Strategy, Telephone +47 922 59 131
The information in this announcement is subject to disclosure requirements under
the EU Market Abuse Regulation. The information was submitted for publication
from Höegh LNG investor relations and the contact persons set out above.
About Höegh LNG Holdings Ltd.
The Company operates world-wide with a leading position as owner and operator of
floating LNG import terminals; floating storage and regasification units
(FSRUs), and is one of the most experienced operators of LNG Carriers (LNGCs).
Höegh LNG’s Vision is “Enabling the transition to Clean Energy”. The Company is
publicly listed on the Oslo stock exchange under the ticker: “HLNG”, and owns
approximately 46% of Höegh LNG Partners LP (NYSE:“HMLP”). The Company is a
Bermuda based company with established presence in Norway, Singapore, the UK,
USA, China, Indonesia, Lithuania, Egypt, Colombia, India and the Philippines.
The group employs approximately 190 office staff and 670 seafarers. Please see:
www.hoeghlng.com
About Leif Höegh & Co. Ltd.
LHC is an industrial holding company owned by the Høegh family. LHC and its
predecessors have been pioneers in the international shipping industry since
1927, taking delivery of their first LNG carrier in 1973 and their first FSRU in
2009. Now in the third generation of family leadership, LHC continues to focus
on long-term value creation and innovation in the shipping sector.
About Morgan Stanley Infrastructure Partners
Founded in 2006, MSIP is a global leader in private infrastructure equity
investing, targeting assets that provide essential public goods and services
primarily located in OECD countries, with the potential for value creation
through active management. With a diverse team across North America, Europe, and
Asia-Pacific, MSIP leverages a comprehensive network of relationships to source
investments in sectors such as power generation and utilities, digital,
transportation, and natural gas infrastructure.
Forward Looking Statements
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell, purchase, exchange or subscribe for or a solicitation of an
offer to sell, purchase or exchange any securities or a solicitation of any vote
or approval in any jurisdiction pursuant to the Amalgamation, the Amalgamation
Agreement or otherwise. This announcement does not constitute a prospectus or a
prospectus equivalent document. Copies of this announcement and any formal
documentation relating to the proposed are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure if information
concerning the Amalgamation or the Amalgamation Agreement is sent or made
available to the Company’s shareholders in that jurisdiction (a “Restricted
Jurisdiction”) and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction.
This announcement may contain forward looking statements with respect to the
financial condition, results and business of the Company and certain plans and
objectives of JVCo with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Generally, these forward-looking statements often use the words such as
“will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”,
“anticipates” or similar expressions. These statements are based on the
assumptions and assessments made by the Company or JVCo in light of their
experience and their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their nature,
forward looking statements involve risks, uncertainties and changes in
circumstances. Undue reliance should not be placed on any such statements
because, by their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause actual
results, and management’s plans and objectives, to differ materially from those
expressed or implied in the forward looking statements. There are several
factors which could cause actual results to differ materially from those
expressed or implied in forward looking statements. Among the factors that could
cause actual results to differ materially from those described in the forward
looking statements include that future revenues may be lower than expected,
costs of future acquisitions and business activities may be higher than
expected, changes in the global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax
rates and future business combinations or dispositions. Neither the Company nor
JVCo undertakes any obligation (except as may be required by any applicable laws
and regulations) to revise or update any forward looking statement contained in
this announcement, regardless of whether that statement is affected as a result
of new information, future events or otherwise.
Kilde
