Team Tankers International Ltd ("Team Tankers" or the "Company") is
pleased to announce that it has entered into share purchase
agreements to acquire all outstanding shares in each of Laurin
Shipping AB ("Laurin Shipping") (the
"Laurin Shipping Transaction") and
Anglo-Atlantic Steamship Company Ltd. ("Anglo-Atlantic") (the "AA
Transaction"). In combination with associated ship purchases,
the total estimated enterprise value of the series of transactions
is approximately $206 million. Upon completion of the transactions,
Team Tankers will grow its fleet from 37 to 52 vessels.
With the acquisition of Laurin Shipping, trading
under the Laurin Maritime brand, Team Tankers adds a leading medium
range tanker ("MR") operator with commercial and technical
expertise to the Company's robust chemical tanker platform. The
acquisition of Anglo-Atlantic secures a critical mass of
sophisticated MRs and a broad portfolio of contracts of
affreightment which, combined with Team Tanker's deep-sea chemical
transportation expertise, will create a leading player in the
long-haul transportation of chemical and clean petroleum product
cargoes.
Team Tankers' Chief Executive Officer, Hans
Feringa, commented: "We have communicated to the market the need
for consolidation in the chemical tanker industry. As a first
step towards further consolidation, we are pleased to announce this
combination with Laurin Shipping and Anglo-Atlantic. Team Tankers
will benefit greatly from Laurin Shipping's deep relationships,
years of experience and Anglo-Atlantic's contracted cargo coverage.
We believe that the current level of asset prices in the shipping
cycle provides a favorable point of entry for this investment "
Laurin Maritime's CEO Mikael Laurin stated: "We
are excited to join forces with a leading listed chemical tanker
operator. The combination of the three companies will create a
focused and integrated entity with ample muscle to make the most of
future market opportunities."
The consummation of the Laurin Shipping
Transaction and the AA Transaction (jointly, the "Transactions") is subject to terms and conditions set
out in the agreements. The series of transactions between the
Sellers and Team Tankers that equates to an estimated $206 million
total enterprise value consists of:
-
The purchase of the MR "Tosca" (completed 2 Feb
2018)
-
The purchase of Laurin Shipping - commercial and
technical operator of MRs
-
The purchase of Anglo-Atlantic - ship owning
company with 6 owned, 3 bareboat chartered and 6 time-chartered MRs
currently
-
The expected purchase in May 2018 of the 3 MRs
currently bareboat chartered by Anglo-Atlantic with purchase
options attached to the charters
In addition to increasing Team Tankers' owned
vessel fleet by 10 MRs, the Transactions should deliver significant
operational synergies. The combination of platforms is expected to
result in overhead savings that will reduce the Company's
administrative costs on a per ship day basis. Further, Team Tankers
gains access to Laurin Shipping's in-house technical management
expertise which should lead to enhanced operational control of the
Company's fleet resulting in high-quality service to the Company's
customers. On the commercial operating front, Laurin Shipping's
dense Atlantic basin cargo network fits well with the Team Tankers'
historical strength in trans-Pacific chemical transportation.
Financing for the Transactions will come from Team
Tankers' cash on hand and a new $220 million senior secured credit
facility that will refinance the existing indebtedness of both Team
Tankers and Anglo-Atlantic. The $220 million facility will consist
of a $200 million term loan and a $20 million revolver and will
contain terms similar to Team Tankers' existing loan agreements.
ABN AMRO has been appointed sole bookrunner and agent for the
facility.
The Transactions are subject to the completion of
the financing described above and the election of Mikael Laurin to
the Team Tankers Board of Directors. The Transactions are
expected to close by 6 April 2018. Further information about
the Transactions can be found below.
Further Information about Laurin
Shipping AB
Laurin Shipping AB is a private company
incorporated in Sweden and founded in 1980 by Hans and Agneta
Laurin. Laurin Shipping and its subsidiaries, trading under the
Laurin Maritime brand, are engaged in the full-service operation of
sophisticated medium range tankers, providing commercial, technical
and administrative services. Laurin Maritime's core fleet consists
of modern MRs which can switch between clean petroleum products and
large parcels of chemicals to provide maximum flexibility of
operation. The current operated fleet consists of 15 MRs between
45,000 and 50,000 dwt.
The senior management includes the CEO of Laurin
Shipping Ulrika Laurin, the CEO of Laurin Maritime Mikael Laurin,
COO Michael Wilson, Commercial Director Steen Eriksen, Technical
Director Bertil Andersson, HR & Quality Director Carina
Wermelin and CFO Håkan Skogström.
The Board of Directors of Laurin Shipping consist
of Ulrika Laurin (Chairperson), Anneli Delmas, Marissa Laurin and
Mikael Laurin.
As of 31 December 2017, Laurin Shipping had 43
employees in four global offices: Gothenburg, Sweden; Houston, USA;
Singapore and Manila, Philippines.
Further information may be found on Laurin
Maritime's website: www.laurinmaritime.com.
As of December 31, 2016, Laurin Shipping had total
assets of SEK 33.4 million (2015: SEK 28.7 million, 2014: SEK 23.8
million) and shareholders' equity of SEK 15.7 million (2015: 13.4
million, 2014: 7.7 million). For the year ended December 31,
2016, Laurin Shipping reported total revenue of SEK 106.7 million
(2015: 99.8 million, 2014: 84.1 million) and net income of SEK 11.6
million (2015: 9.8 million, 2014: 5.0 million).
Further information about
Anglo-Atlantic Steamship Company Ltd.
Anglo-Atlantic Steamship Co. Ltd. is a private
company incorporated in the Isle of Man engaged in the ownership
and chartering of tanker vessels. Currently, the fleet
consists of 15 MRs: 6 vessels are owned, 6 vessels are currently on
time charters, and 3 vessels are on bareboat charters.
The Board of Directors of Anglo-Atlantic consist
of Ulrika Laurin, Christian Østrup, Winifred Kearns and Barry
Hughes.
As of December 31, 2016, Anglo-Atlantic had total
assets of $173.7 million (2015: 251.5 million, 2014: 255.5 million)
and shareholders' equity of $87.2 million (2015: 136.0 million,
2014: 138.6 million). For the year ended December 31, 2016,
Anglo-Atlantic reported total revenue of $153.8 million (2015:
145.0 million, 2014: 137.4 million) and net income/loss of -$50.9
million (2015: -3.5 million, 2014: -19.4 million).
The Transactions
The Laurin Shipping Transaction has been entered
into with Ulrika Laurin, Mikael Laurin, Anneli Delmas and Marissa
Laurin (collectedly referred to as the "Laurins") and concerns the sale and purchase of all
outstanding shares in Laurin Shipping. The AA Transaction has been
entered into with Thunder Bay Ltd ("Thunder
Bay") and concerns the sale and purchase of all outstanding
shares in Anglo-Atlantic.
The purchase price payable for the shares in
Laurin Shipping and Anglo-Atlantic is estimated to be approximately
$10 million and $55 million, respectively, but will be subject to
adjustments upon the consummation of the Transactions. The purchase
price in the Laurin Shipping Transaction shall be settled through
cash payment to the Laurins. The purchase price in the AA
Transaction shall be settled through a combination of cash and
shares in Team Tankers (the "Consideration
Shares"). The Consideration Shares will partly consist of
currently held treasury shares by the Company and newly issued
shares. The number of Consideration Shares to be delivered to
Thunder Bay is calculated based on an estimated price of NOK 15.73
per Consideration Share. The final price of the Consideration
Shares will be subject to adjustments upon the consummation of the
AA Transaction including the USD/NOK exchange rate at closing. The
aggregate cash payment to the Laurins and Thunder Bay in connection
with the Transactions is expected to total approximately $23.5
million.
The consummation of the Transactions is subject to
customary closing conditions, including, but not limited to, that
(i) the Company shall have obtained sufficient financing, (ii) the
Transactions are consummated simultaneously, (iii) no material
adverse effect shall have occurred or be threatening, and (iv) a
person appointed by Thunder Bay shall have been elected to the
Board of Directors of Team Tankers.
The Laurins and Thunder Bay have agreed to
customary representations and warranties, and Thunder Bay
undertakes not to dispose of the Consideration Shares for a period
of 6 months after closing of the Transactions. It is expected that
Thunder Bay will acquire shares representing approximately 10% of
the pro forma outstanding shares in the Company. Team Tankers has
currently 3.8 million treasury shares amounting to 2.0% of current
issued shares, and the Company therefore expects to issue
approximately 17-21 million new shares in connection with the AA
Transaction. The Company does not expect to announce any prospectus
in connection with the Transactions, but an information document
pursuant to section 3.5 of the Continuing Obligations for companies
listed on the Oslo Stock Exchange.
Agreements with directors and
executive management in connection with the Transactions
Apart from the payment of the purchase price to
the sellers of Laurin Shipping and Anglo-Atlantic, the Company has
not entered into any agreement for the benefit of directors or
executive management in the Company, Laurin Shipping and
Anglo-Atlantic in relation to the Transactions.
***
Hamilton, Bermuda, 28 February 2018
Team Tankers International Ltd.
For further information, please contact:
Hans Feringa, President and CEO
T: +1 203 221 3420
Kevin Kilcullen, CFO
T: +1 203 221 3433
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act and section 3.4 of the Continuing Obligations for
companies listed on the Oslo Stock Exchange.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Team Tankers International Ltd. via
Globenewswire