Brief: Oceanteam Announces Potential Combination With Passer Group

Oceanteam ASA

26/03/2021 13:27

March 26 (Reuters) - Oceanteam ASA  OTS.OL :
    * ANNOUNCES POTENTIAL COMBINATION WITH PASSER GROUP AS
    * OCEANTEAM BOURBON 4 AS, JV OWNED 50/50 BY CO AND BOURBON
OFFSHORE NORWAY AS, ENTERED INTO A MEMORANDUM OF AGREEMENT
(NORWEGIAN SALES FORM) REGARDING SALE OF VESSEL CSV SOUTHERN
OCEAN "VESSEL TRANSACTION"
    * HAS ENTERED INTO A TERM SHEET WITH MAJORITY SHAREHOLDERS,
FARVATN AND MELESIO REGARDING PARTIES' INTENTION TO PURSUE
COMBINATION OF PASSER GROUP AS ("PASSER") AND COMPANY
    * ENTERS INTO TERM-SHEET WHEREBY ALL SHARES IN PASSER ARE
TRANSFERRED TO OTS AGAINST CONSIDERATION SHARES IN OTS (
TRANSACTION)
    * CO TO ACQUIRE 100% OF SHARES IN PASSER AGAINST 71,428,000
CONSIDERATION SHARES IN OTS TO BE ISSUED AT NOK 3.00
    * IN ORDER TO STRENGTHEN COMBINED GROUP GOING FORWARD, OTS
INTENDS
TO CARRY OUT A PRIVATE PLACEMENT OF NEW SHARES RAISING GROSS
PROCEEDS OF UP TO NOK 125 MILLION
    * SUBSCRIPTION PRICE IN PRIVATE PLACEMENT IS EXPECTED TO BE
NOK
3.00 PER SHARE.
    * FARVATN'S SUBSCRIPTION AND ACQUISITION OF CONSIDERATION
SHARES
WILL TRIGGER OBLIGATION FOR FARVATN TO SUBMIT MANDATORY OFFER
    * FARVATN WILL SUBMIT SUCH MANDATORY OFFER AS SOON AS
POSSIBLE
AFTER ACQUISITION OF CONSIDERATION SHARES
    * OTS INTENDS TO CARRY OUT A SUBSEQUENT REPAIR ISSUE IN
WHICH
ELIGIBLE SHAREHOLDERS IN OTS
    * INTENTION OF PARTIES IS TO REACH A FINAL AGREEMENT FOR
TRANSACTION DURING Q2 OF 2021
    * INTENTION IS TO COMPLETE TRANSACTION AND PRIVATE PLACEMENT
NO
LATER THAN DURING Q3 OF 2021
    * COMPANY IS BEING ADVISED BY ABG SUNDAL COLLIER ASA
(FINANCIAL)
AND ADVOKATFIRMAET THOMMESSEN AS (LEGAL) IN THIS TRANSACTION.

Source text for Eikon:  ID:nObi611FPa 
Further company coverage:  OTS.OL 

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