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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.
Advisers
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.
Contacts
Ocean Yield: Marius Magelie (SVP Finance & Investor Relations of Ocean Yield
ASA), Tel +47 24 13 01 82, e-mail: marius.magelie@oceanyield.no.
The Offeror and KKR: Bjørn Richard Johansen (press contact) at First House, Tel
+47 47 80 01 00, e-mail: brj@firsthouse.no.
Arctic Securities AS: Tel +47 22 93 72 41 / +47 22 93 72 42.
About KKR
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.
Kilde
