Nordic American Offshore Ltd. (NYSE: NAO) - Private Placement and Senior Management and Board Appointments
December 12 2018 - 3:58AM
Bermuda, December 12,
2018.
Nordic American Offshore Ltd. (NYSE: NAO)
announced today that it has entered into a share purchase agreement
with Scorpio Offshore Investments Inc., a closely held company
owned and controlled by the Lolli-Ghetti family, including Emanuele
Lauro ("Scorpio"), pursuant to which Scorpio has invested USD
5,000,000 in a private placement of the Company's common
shares at a price of US$ 0.42 per share (the "Private
Placement"). Clarksons Platou Securities AS acted
as financial advisor to NAO in connection with the Private
Placement.
Effective upon closing of the Private Placement,
Mr. Emanuele Lauro was appointed Chairman and Chief Executive
Officer of the Company. In addition, Mr. Robert Bugbee has
been appointed to the Company's board and to the office of
President, Mr. Cameron Mackey has been appointed Chief Operating
Officer and Mr. Filippo Lauro has been appointed Vice
President. Concurrent with the Private Placement
Mr. Herbjørn Hansson resigned from the board of directors
and Ms. Marianne Lie has also resigned from the office of Executive
Vice-Chair and will remain a director.
Scorpio's equity investment in the Company and the
changes in senior management and board appointments described above
were unanimously supported by the Company's full board, by the
Company's former Executive Chairman and certain of the Company's
largest shareholders, including affiliates of Mr. Hansson's and
Nordic American Tankers Ltd. (NYSE: NAT).
Commenting on the transaction, Mr. Emanuele Lauro
stated:
I am honored to lead this Company through the next
stage of its development. Though near-term challenges of
the offshore market exist, I believe NAO has all the necessary
attributes to succeed in the longer-term: high caliber people, high
caliber assets, and strong relationships with key stakeholders,
first among them its lenders and its shareholders. My focus
in the coming weeks will be to ensure that this great enterprise
can appropriately position itself for the improving fundamentals to
come.
Mr. Herbjorn Hansson deserves credit for his
vision and his passion for the Company. I would like to
thank Mr. Hansson for his close engagement and support during the
last few days; it is a testament to his loyalty to the
business. He has built a commendable platform with a
promising future, one I will be working hard with my colleagues to
realize.
About the Company:
NAO is a Bermuda-based company listed on the
New York Stock Exchange. It owns and operates a fleet of 10
modern harsh environment offshore supply vessels
built with the latest technology available.
From its operating offices in Norway and
elsewhere, NAO is positioned to support a global business and
take advantage of the expected upturn in oil service activity in
the North Sea and globally.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may
constitute forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage
companies to provide prospective information about their
business. Forward-looking statements include statements concerning
plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements, which are other
than statements of historical facts.
The Company desires to take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 and is including this cautionary statement in connection
with this safe harbor legislation. The words "believe,"
"anticipate," "intend," "estimate," "forecast," "project," "plan,"
"potential," "may," "should,"
"expect," "pending" and similar expressions identify
forward-looking statements.
The forward-looking statements in this press
release are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, our management's examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe that these
assumptions were reasonable when made, because these assumptions
are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, we cannot assure you that we will achieve or
accomplish these expectations, beliefs or
projections. We undertake no obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Important factors that, in our view, could cause
actual results to differ materially from those discussed in the
forward-looking statements include the strength of world economies
and currencies, general market conditions, including fluctuations
in charter rates and vessel values, changes in demand in the PSV
market, as a result of changes in the general market conditions of
the oil and natural gas industry which influence charter hire rates
and vessel values, demand in platform supply vessels, our operating
expenses, including bunker prices, dry docking and insurance
costs, governmental rules and regulations or actions taken by
regulatory authorities as well as potential liability from pending
or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to
accidents or political events, the availability of financing and
refinancing, vessel breakdowns and instances of off-hire and other
important factors described from time to time in the reports filed
by the Company with the Securities and Exchange Commission.
Contacts:
Gary J. Wolfe
Seward & Kissel LLP, New York, USA
Tel: +1 212 574 1223
Web-site: www.nao.bm
Press release (PDF)
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Nordic American Offshore Ltd via
Globenewswire
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