Nordic American Tankers Ltd. ("NAT"- (NYSE:NAT) to acquire Scandic American Shipping Ltd. ("Scandic") the Business Manager of NAT. No Impact on the Management or on the Operations of NAT.
(Thomson Reuters ONE) -
Hamilton, Bermuda, December17, 2012.
Following an agreement between Scandic and NAT, NAT today announced that it will
acquire 100% of the shares of Scandic, its management company since 2004. When
Scandic began actively managing NAT eight years ago, NAT owned three vessels.
Today NAT owns 20 vessels. Scandic is currently owned by a company controlled by
Herbjorn Hansson, NAT's Chairman and CEO, and his closest family. Under its
management agreement with NAT, Scandic has administrative, commercial and
operational responsibility for NAT and is required to manage NAT's day-to-day
business, subject to the objectives, decisions and policies of the NAT Board of
Directors.
By acquiring Scandic, NAT will gain full control of all aspects of its
operations. The purchase price is $25 million, two-thirds of which will be paid
in shares ($17m) and one-third in cash ($8m). The share component of the sale
will be subject to a one-year lock-up, while the cash component will be used
primarily by the seller to pay tax associated with this transaction. The part
that is payable in shares has been set at $8.90 per share which is above the
closing price on the NYSE on Friday, December 14, 2012 of $8.52 per share.
Scandic is now expected to become a wholly owned subsidiary of NAT.
In addition to gaining full direct control of its operations, NAT will no longer
be subject to the obligation to maintain Scandic's ownership of NAT's common
shares at 2%. To the benefit of shareholders, this dilutive provision is thereby
removed. The NAT shares currently owned by Scandic are not a part of the
transaction and will remain with the seller. Mr. Hansson has recused himself
from the Board deliberations surrounding the acquisition.
Commented Mr. Hansson: "NAT will continue its established long-term strategy.
The NAT acquisition of Scandic will have no effect on the management of NAT in
any way. I paid cash for Scandic when I acquired 100% of it in 2004 and
thereafter from third parties. We will now convert most of our ownership in
Scandic into NAT shares as a result of the current transaction. Our shareholding
in NAT will increase from the present level and as large equity holders our
interests will be further aligned with those of all shareholders. This increased
shareholding in NAT is showing my continued strong support of the company and
its policies. I plan to serve as Chairman and CEO for a good many years to
come."
The acquisition is expected to close in January of 2013.
Morgan Stanley & Co. LLC acted as financial advisor to the Board of Directors of
NAT in cooperation with the US law firm of Seward & Kissel LLP. Morgan Stanley &
Co. LLC provided an evaluation analysis and a fairness opinion to the Board of
Directors of NAT in connection with the acquisition.
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," "will," "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 tanker
market, as a result of changes in OPEC's petroleum production levels and world
wide oil consumption and storage, changes in our operating expenses, including
bunker prices, drydocking and insurance costs, the market for our vessels,
availability of financing and refinancing, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, vessels breakdowns and instances of off-hires and other
important factors described from time to time in the reports filed by the
Company with the Securities and Exchange Commission, including the prospectus
and related prospectus supplement, our Annual Report on Form 20-F, and our
reports on Form 6-K.
Contacts:
Scandic American Shipping Ltd
Manager for:
Nordic American Tankers Limited
P.O Box 56, 3201 Sandefjord, Norway
Tel: + 47 33 42 73 00
E-mail: nat(at)scandicamerican.com
Rolf Amundsen, Head of Investor Relations, Norway
Nordic American Tankers Limited
Tel: +1 800 601 9079 or + 47 908 26 906
Turid M. Sørensen, EVP & CFO, Norway
Nordic American Tankers Limited
Tel: +47 33 42 73 00 or +47 90 57 29 27
Gary J. Wolfe
Seward & Kissel LLP, New York, USA
Tel: +1 212 574 1223
Press Release (PDF) :
http://hugin.info/201/R/1665566/540410.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Nordic American Tankers Limited via Thomson Reuters ONE
[HUG#1665566]
Unternehmensinformation / Kurzprofil:
Datum: 17.12.2012 - 11:58 Uhr
Sprache: Deutsch
News-ID 213359
Anzahl Zeichen: 7901
contact information:
Town:
Hamilton HM11
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 136 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Nordic American Tankers Ltd. ("NAT"- (NYSE:NAT) to acquire Scandic American Shipping Ltd. ("Scandic") the Business Manager of NAT. No Impact on the Management or on the Operations of NAT."
steht unter der journalistisch-redaktionellen Verantwortung von
Nordic American Tankers Limited (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
