JOINT PRESS RELEASE
Agreement to launch recommended voluntary cash offer of
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN
The board of directors of
The Company has on
The
The Total Share Proceeds represent:
* A premium of 28.3% to the closing trading price for the Shares on
* A premium of 33.8%, 28.5% and 77.7% to the 30-, 90- and 365-days volume weighted average share price adjusted for dividend up to and including
* A premium of 17.5% compared to the all-time high closing trading price for the Shares of
The Offeror is a wholly owned subsidiary of
The Company's board of directors (the "Board") has unanimously resolved to recommend the shareholders of GCC to accept the Offer. The Board has received a fairness opinion from
Shareholders, including members of the Board and the executive management of the Company, who collectively own approximately 55.85% of the Company's issued and outstanding share capital (excluding treasury shares owned by the Company), have on certain terms and conditions undertaken to accept the Offer. The Company's largest shareholders (
It is the intention of the Offeror to continue the Group's operation as is under the same name and organisation, and to continue delivering the same quality of service to the customers on an uninterrupted basis.
Key highlights of and summary of the Offer:
The complete details of the Offer, including all terms and conditions, will be included in an offer document (the "Offer Document") to be sent to the Company's shareholders with known addresses following review and approval by the
The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
The Company's shareholders will be offered
The
If the Company should resolve to distribute dividends or make any other distributions to the Company's shareholders with a record date prior to completion of the Offer, the Offer Price shall be adjusted to compensate for the effects of such dividends or other distributions other than the Q1 Dividend. If such adjustment is made, the acceptance by a previously accepting shareholder shall be deemed an acceptance of the Offer as revised.
The
Offer Period
The acceptance period for the Offer will commence at the latest on
Barring unforeseen circumstances or any extensions of the Offer Period, it is expected that the Offer will be completed during the third quarter or, at the latest in the fourth quarter, of 2024, following satisfaction or waiver (as applicable) of all conditions for the Offer.
Board Recommendation
After careful consideration of the terms and conditions of the Offer, the Board has unanimously resolved to recommend that the shareholders of the Company accept the Offer. The Board has based its recommendation on an assessment of various factors, including but not limited to, its assumptions regarding the Company's business and financials, performance and outlook.
When resolving to recommend the Offer, the Board has considered the Offer Price and the other terms and conditions of the Offer. The Board has received the Fairness Opinion from
Pre-acceptances
Certain members of the Board and members of the executive management of the Company, being
In addition, the largest shareholders of the Company, representing approximately 54.54% of the Shares (excluding treasury shares owned by the Company) have entered into undertakings to tender their shares into the Offer. These pre-acceptances are binding and irrevocable, unless (i) the Offer Period is not commenced on or prior to
Background and Rationale for the Offer
The Offeror's main objective is to expand the
Conditions for Completion of the Offer
The Offer is not subject to any financing condition. As further detailed and specified in the Offer Document, completion of the Offer will be subject to fulfilment or waiver by the Offeror (in its sole discretion) of the following conditions:
* Minimum acceptance: The Offer shall on or prior to the expiration of the Offer Period have been validly accepted by shareholders of the Company representing 90% or more of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted (as defined below) basis, and such acceptances not being subject to any third party consents in respect of pledges or other rights. For this purpose, "Fully Diluted" shall mean all issued Shares, for the avoidance of doubt excluding the Company's treasury shares at the time of completion of the Offer, together with all shares which the Company would be required to issue if all rights to subscribe for or otherwise require the Company to issue additional shares, under any agreement or instrument, existing at or prior to completion of the Offer, were exercised, with the exception of the 800,000 share options and 416,718 matching shares issued or to be issued by the Company, which shall be settled in cash in conjunction with the completion of the Offer.
* Board recommendation: An unanimous recommendation from the Board to the Company's shareholders to accept the Offer shall have been issued and not, without the Offeror's written consent or as otherwise permitted under the Transaction Agreement, been amended, modified or withdrawn.
* Regulatory approvals: The merger control approvals or clearances required under the merger control laws of each of
* Executive Management: Neither of the members of the Company's executive management (Georg A. Whist (Chief Executive Officer),
* No action by relevant authority: No relevant authority of a competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that prohibits the consummation of the Offer or shall in connection with the Offer have imposed conditions upon the Offeror, the Company or any of their respective affiliates.
* Ordinary course of business: Except as explicitly provided for in the Transaction Agreement, (i) the business of the Group, in the period until settlement of the Offer, shall in all material respects have been conducted in the ordinary course and in accordance with applicable law, regulations and decisions of any relevant authority; (ii) there has not been made, and not been passed any decision to make or published any intention to make, any corporate restructurings, changes in the share capital of the Company or any of its subsidiaries, issuance of rights which entitles holders to demand new shares or similar securities in the Company or any of its direct or indirect subsidiaries, payment of dividends or other distributions to the Company's shareholders (other than the Q1 Dividend), proposals to shareholders for merger or de-merger, or any other change of corporate structure; (iii) the Company shall not have entered into any agreement for, or carried out any transaction that constitutes, a Competing Offer; (iv) the Company and its direct or indirect subsidiaries shall not have entered into any agreement providing for acquisitions, dispositions or other transactions not in the ordinary course; (v) the Company and its direct or indirect subsidiaries shall not have incurred or entered into any agreements in respect of any new financing other than in the ordinary course of business; and (vi) the Company shall not have sold any treasury shares.
* No material breach: There shall have been no material breach by the Company of the Transaction Agreement, including, for the avoidance of doubt, no material breach of the warranties provided by the Company set out in the Transaction Agreement.
* No Material Adverse Change: No Material Adverse Change shall have occurred between the date of the Transaction Agreement and until settlement of the Offer. For this purpose, "Material Adverse Change" shall mean any fact, circumstance, development, event or change which individually or in aggregate is, or is reasonably likely to be, materially adverse to the business, assets, operations, condition (financial or otherwise), prospects or results of operation of the Group (taken as a whole), excluding any fact, circumstance, development, event or change related to or resulting from (A) changes that affect the industry in which the Group operates generally, and any changes in the general economic, business, or market conditions or financial or capital markets, unless such changes affect the Group disproportionally compared to its peers or (B) the announcement, existence or completion of the Offer or any action taken by the Offeror or its affiliates.
If, as a result of the Offer, the Offeror acquires and holds 90% or more of all Shares (excluding treasury shares owned by the Company), the Offeror will have the right, and intends to, carry out a compulsory acquisition of the remaining Shares. Alternatively, if the Offeror owns more than one third but less than 90% of the Shares following completion of the Offer (such situation requiring a waiver of the minimum acceptance condition to be resolved by the Offeror in its sole discretion), the Offeror will be required to make a mandatory offer for the remaining Shares in accordance with Section 6 of the Norwegian Securities Trading Act.
Furthermore, if, as a result of the Offer or otherwise, the Offeror holds a sufficient majority of the Shares, the Offeror intends to propose that the general meeting of the Company passes a resolution to apply for a de-listing of the Shares from the
Transaction Agreement
The Company and the Offeror have entered into the Transaction Agreement regarding the Offer. As part of the Transaction Agreement, and subject to customary conditions, the Board has entered into undertakings to only amend or withdraw its recommendation of the Offer if an unsolicited bona fide superior competing offer from a third party is made, and the Board determines (acting reasonably and in good faith and after consultation with its financial advisors and external legal counsel, taking into account all aspects of the relevant offers), that the superior competing offer is more favourable to the Company's shareholders, and the Offeror has not matched the superior competing offer within a period of up to five (5) business days from the date notice of the superior competing offer was given by the Company to the Offeror.
About
GCC is the world's third-largest tonnage provider within the Pure Car Truck Carriers (PCTCs) segment with 18 owned vessels, across the Distribution, Mid-size and
About the Offeror and the
The Offeror is a wholly owned subsidiary of the
Despite having grown organically and through several strategic acquisitions over the past decades to become a leading transportation and logistics conglomerate, the
As one of the world's leading container shipping lines, MSC has 675 offices across 155 countries worldwide. With access to an integrated network of road, rail, air and sea transport resources which stretches across the globe, the company prides itself on delivering global service with local knowledge. MSC's shipping line sails on more than 300 trade routes, calling at over 520 ports.
Advisors:
IR Contacts:
Telephone: +47 95 41 00 93
E-mail: ir@gramcar.com
Media Contacts:
Telephone: +47 995 13 891
E-mail: jps@capientco.com
For MSC and the Offeror
Telephone: +41 22 703 88 88
E-mail: media@msc.com
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. The information was submitted for publication by
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IMPORTANT INFORMATION
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation,
This announcement is for information purposes only and is not a tender offer document and, as such, is not intended to does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in
Notice to
The Offer will be made to
Pursuant to an exemption from Rule 14e-5 under the
Neither the
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