Prosafe will acquire all of the ordinary shares in the capital of Floatel based on a 55:45 exchange ratio.
Keppel Offshore & Marine’s (Keppel O&M) associated company Floatel International, together with its subsidiary FELS Offshore and OCM Wonder PF/FF Holdings PT, have entered into a merger agreement with European semi-submersible accommodation vessel operator Prosafe SE (Prosafe), an announcement revealed.
As part of the transaction, Prosafe will acquire all of the ordinary shares in the capital of Floatel based on a 55:45 exchange ratio between Prosafe and Floatel, respectively, in consideration for the issuance of new shares in Prosafe, equal to 45% of all the shares in Prosafe on a fully diluted basis, and new conditional preference shares to the shareholders of Floatel.
Applying the exchange ratio to FELS Offshore’s shareholding interest of 49.92% in Floatel, FELS Offshore would hold approximately 22% of all the shares in Prosafe on a fully diluted basis, after the transaction is completed.
“The Prosafe preference shares to be issued to the Floatel shareholders will entitle the holders to a preferential right to receive dividends, up to a maximum amount of US$20m and such dividend amount may be adjusted downwards to a minimum amount of zero, depending on the final judgment or settlement in the litigation between Westcon Yards AS and Prosafe Rigs, a subsidiary of Prosafe, concerning the conversion of the tender support vessel Safe Scandinavia,” Keppel Corporation added.
The transaction is expected to be completed by Q3 2019 and is subject to a long stop date of 31 December 2019.
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