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.




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Source: Team Tankers International Ltd. via Globenewswire