BW Sirocco Holdings AS to launch recommended voluntary offer to acquire shares in BW Ideol AS
BW Sirocco Holdings AS (the “Offeror“) announced a recommended voluntary offer to acquire all issued and outstanding shares (the “Shares“) in BW Ideol AS (“BW Ideol” or the “Company“) not already held by the Initiating Shareholders (as defined below), at an offer price of NOK 12 per Share (the “Offer Price“), to be settled in cash or shares in the Offeror (the “Offer“), the Group said.
The Offeror is a newly incorporated Norwegian private limited liability company established for the purpose of making the Offer, and will, following the completion of the Offer be owned by BW Offshore Limited, Kerogen Investments No. 48 Limited, Larochette Invest SARL and certain other existing investors and management shareholders of BW Ideol (collectively the “Initiating Shareholders”), as well as any BW Ideol shareholders who accept the Share Consideration (as defined below). The Initiating Shareholders hold in aggregate 84.7% of the outstanding Shares of BW Ideol, which is being contributed to the Offeror subject to completion of the Offer.
Under the Offer, eligible shareholders of BW Ideol will be offered a cash offer price of NOK 12 per Share in BW Ideol (the “Cash Consideration“). The cash offer price represents a premium of 42.2% to the closing price of the Shares on 8 November 2023 and premium of 44.5%, and 34.2% to the volume-weighted average share price of BWI on Euronext Growth during the last 30 trading days and the last 90 trading days, respectively, up to and including 8 November 2023.
The Offer will also include a share alternative, whereby eligible shareholders may elect to receive settlement for their Shares in BW Ideol in the form of shares in the Offeror on a 1:1 basis (the “Share Consideration“). The shares in the Offeror are not, and are not intended to be, listed on any stock exchange, regulated market or multilateral trading facility. Shareholders electing to receive the Share Consideration will be required to enter into a shareholders’ agreement regulating the ownership in the Offeror which will be described in more detail in the Offer Document (as defined below).
The board of directors of BW Ideol (excluding its members having a conflict of interest with respect to the Offer) (the “Board“) have unanimously resolved to recommend the shareholders of BW Ideol to accept the Offer on the basis of an independent fairness opinion from Carnegie AS commissioned by the Board. The Board’s recommendation will be enclosed in the Offer Document (as defined below) to be published by the Offeror on or about 14 November 2023.
In order to realise the growth of the company and meet upcoming capital commitments, BW Ideol will require additional financing. Debt financing is not considered to be available on satisfactory terms. The Offer allows for BW Ideol’s public equity investors to realise all cash for their shares at a substantial premium to the market price in an illiquid equity. Raising new equity capital in an efficient manner is further constrained by the current Euronext Growth listed setting and capital market sentiment, and any such equity raise is expected to lead to a substantial dilution for non-participating shareholders. At the same time, the minority shareholders are given an alternative to the Cash Consideration to continue as shareholders together with the Initiating Shareholders by accepting the Share Consideration. The Initiating Shareholders further believe that BW Ideol, if privately held, will be able to raise capital more efficiently from investors that invest in privately held growth companies, including other industrial investors beyond BW Offshore. Additionally, the company would benefit from reduced cost, freed-up management time and reduced formal obligations.
Danske Bank, Norwegian Branch, is acting as financial advisor to the Offeror and receiving agent for the Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to the Offeror. Carnegie AS is acting as financial advisor to the Board.
