20 June 2024: Philly Shipyard ASA (XOAX: PHLY)(“PHLY” or the “Company”) has entered into a share purchase agreement (the “SPA”) with both Hanwha Systems and Hanwha Ocean (together “Hanwha”), for the purchase of Philly Shipyard, Inc. (“PSI”), the sole operating subsidiary of PHLY (the “Transaction”).
The Transaction will result in the Company selling all of its business against receiving a cash consideration of USD 100 million (the “Purchase Price”), corresponding to a value per PHLY share of NOK 87.24 (based on an USD/NOK exchange rate of 10.5628 and 12,574,766 shares outstanding, adjusted for 466,865 treasury shares).
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“After two decades of stewardship, it is with great honor that we transition the ownership from Aker to Hanwha. Recognized as a global leader, Hanwha brings a wealth of sophisticated shipbuilding experience that will enable Philly Shipyard to realize a grander vision for its employees and customers. Reflecting on the past 17 years, I am personally grateful for the opportunity to have worked side by side with the people of Philly Shipyard and eagerly anticipate witnessing the shipyard’s continued growth and success in the future. From a financial perspective, the combination of USD 150 million in dividends since 2014 and sales price of USD 100 million, offers shareholders an attractive value creation journey,” said Kristian Røkke, Chairman of Philly Shipyard ASA.
The Transaction is subject to the satisfaction of certain customary conditions, including approval by CFIUS (Committee of Foreign Investments in the US) and other regulatory approvals being obtained as well as no material adverse event having occurred in relation to PSI. Subject to satisfaction of all closing conditions, the parties expect that the Transaction will close during Q4 2024.
In the event of cost overruns in excess of USD 100 million in current projects undertaken by PSI compared to the company’s current estimates, the parties have agreed principles to reduce the payable Purchase Price at closing. Except for certain transaction costs, the Purchase Price is not subject to any other adjustments.
The Company’s board of directors have obtained a fairness opinion from Arctic Securities, concluding that the Transaction, from a financial perspective, is fair to PHLY. On this basis, the Company’s board of directors have approved the Transaction.
The Company’s board of directors will work on defining the Company’s future strategy and structure following completion of the Transaction, including alternatives for use of proceeds.
Advokatfirmaet BAHR AS and Faegre Drinker Biddle & Reath LLP are acting as legal advisors to PHLY.
Contacts
Media and investor contact:
Kelly Whitaker, Vice President of Sustainability and Communications
Tel: +1 215-875-2640
Email: Kelly.Whitaker@phillyshipyard.com
About Philly Shipyard
Philly Shipyard, Inc. (PSI) is a leading U.S. shipbuilder that is presently pursuing a mix of commercial and government work. It possesses a state-of-the-art shipbuilding facility and has earned a reputation as a preferred provider of oceangoing merchant vessels with a track record of delivering quality ships, having delivered around 50% of all large ocean-going Jones Act commercial ships since 2000. PSI is the sole operating subsidiary of Philly Shipyard ASA. Philly Shipyard ASA is listed on the Oslo Stock Exchange (XOAX: PHLY) and is majority-owned by Aker Capital AS, which in turn is wholly-owned by Aker ASA (Aker). Aker is an industrial investment company that exercises active ownership to create value. Aker has ownership interests in oil and gas, renewable energy and green technologies, maritime assets, marine biotechnology and industrial software, and its portfolio includes companies like Aker BP, Aker Horizons, Aker BioMarine, Cognite, and Aker Solutions.
For more information about Philly Shipyard, please visit www.phillyshipyard.com.
About Hanwha Systems
Hanwha Systems is the representative company of the Republic of Korea ranging with world-class companies in various business areas based on avionics and space, security and safety, and information systems service. Hanwha Systems has Defense Division and ICT Division with customer value being the top priority.
About Hanwha Ocean
Hanwha Ocean is a globally renowned maritime and shipbuilding company with 50+ years of shipbuilding experience, including a wide range of naval ships that include submarines, warships other naval support vessels, as well as commercial vessels, such as LNG Carriers and Very Large Crude Oil Carriers. Hanwha Ocean’s Okpo shipyard is the second largest and one of the most efficient shipyards in the world.
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Kelly Whitaker, Vice President, Sustainability and Communications, Philly Shipyard ASA, on 20 June 2024 at 11:00 CEST.
IMPORTANT INFORMATION
This communication is not an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities, or the solicitation of a proxy, in any jurisdiction in which, or to any person to whom, such offer, sale or solicitation is not authorized or would be unlawful.
This communication contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and other statements, which are not statements of historical facts. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. You are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of PHLY, and that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements contained herein. The forward-looking statements in this communication speak only as of the date hereof and, other than as may be required by applicable law, PHLY does not undertake any obligation to update or revise any forward-looking information or statements.
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