Hexagon AB (OM:HEXA B) entered into an unconditional cash offer to acquire remaining 72.5% stake in Veripos Inc. (OB:VPOS) from a group of sellers for approximately NOK 890 million.
December 20, 2013
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Hexagon AB (OM:HEXA B) made an unconditional cash offer to acquire remaining 72.56% stake in Veripos Inc. (OB:VPOS) from a group of sellers for approximately NOK 890 million in cash on December 19, 2013. The group of sellers include Siem Industries Inc. (OTCPK:SEMU.F), Folketrygdfondet, Morgan Stanley & Co. LLC, Deutsche Bank AG, Investment Arm, Northern Trust Co. Ltd., Goldman Sachs Trust - Goldman Sachs Concentrated International Equity Fund (MutualFund:GSIC.X) of Goldman Sachs Asset Management, L.P., J.P. Morgan Clearing Corp., Investment Arm, Skandinaviska Enskilda Banken AB, Jefferies LLC, Skandinaviska Enskilda Banken Ab, Oslofilialen Norsk Avdeling Av Utenlandsk Foretak, IB Arm, Morgan Stanley & Co International Plc, Investment Arm, The Bank of New York Mellon SA/NV, Clearstream Banking SA, ABN AMRO Global Custody Services N.V., Eystein Eriksrud, Chairman of Veripos, Graham Sharland, Director, Walter Steedman, Chief Executive Officer, Robert Johnson, Chief Technical Officer and others. Hexagon will offer NOK 37 in cash for each Veripos share. Hexagon will finance the offer through existing available cash and loan commitments. Hexagon has received pre acceptances for the offer from shareholders holding an additional 0.85 million shares representing 2.6% of the outstanding shares of Veripos.
Accordingly, Hexagon owns and has received pre-acceptances for a total of 9.95 million shares, representing 30% of the outstanding shares of Veripos. The completion of the Offer will not affect the individual and collective rights of the employees of Veripos, and the offeror currently has no plans to make any change in the Veripos' work force. The Board of Veripos believes that the current offer represents a fair price for the shares in Veripos, and has decided that it will recommend the offer to the shareholders. The acceptance period is from December 27, 2013 till January 29, 2014.
As on January 24, 2014, Hexagon has further received acceptances from shareholders holding an additional 7 million shares, representing 21.2% of the outstanding shares of Veripos. Accordingly, Hexagon owns, has received pre-acceptances and has received acceptances for 16.96 million shares, representing 51.2% of the total shares in Veripos. The acceptance period for the offer expires on January 29, 2014, subject to further extensions, but however not beyond February 7, 2014.
As of January 29, 2014, Hexagon has received acceptances of the offer from shareholders holding 17,514,274 shares, representing 52.9 per cent of the outstanding shares of Veripos. The acceptance period has been extended till February 7, 2014. As a consequence of the extension, the latest date for settlement of the offer will be postponed accordingly to February 18, 2014 as set out in the Offer Document. As of January 29, 2014, the extension of the offer till February 7, 2014 was approved by the Oslo Stock Exchange.
As of January 30, 2014, Hexagon has received valid acceptances of 21.7 million shares representing 65.4% stake in Veripos. Hence, Hexagon owns 31.7 million shares in Veripos representing 95.8% stake. The acceptance period will expire on February 7, 2014. Following completion of the offer, the buyer shall delist Veripos from the Oslo Stock Exchange. Karl Skjelbred and Jo Isaksen of SEB Corporate Finance acted as financial advisor to Hexagon AB. Advokatfirmaet Haavind AS acted as the legal advisor for Hexagon. Lisa Fennhagen and Johnny Andersson of Mannheimer Swartling Advokatbyrå AB acted as legal advisors for Hexagon. Bryan Hunter, Dylan Wiltermuth and Anna-Lise Wisdom of Appleby (Cayman) Ltd. acted as legal advisors Hexagon AB.
Siem Industries S.A. is engaged in offshore energy service, ocean shipping and financial investments. The Companyâs offshore energy service include Subsea7 with engineering and underwater construction for the oil industry and offshore wind farm installations for the generation of electricity, Siem Offshore offering support vessels to offshore activities and EMGS providing formation data to determine the location and size of offshore energy fields. Its ocean shipping provides ocean transportation of automobiles, trucks, refrigerated fruit and vegetables to clients who rely on its services for the long term. Additionally, under ocean shipping, its wholly owned subsidiary Seven Yield provides lease financing solutions to vessel owners within the industrial shipping sector. Its financial investments, focus on assuring professional management and risk-adjusted return on the cash generated by the group activities under offshore energy services and ocean shipping.