ACM, Braemar Confirm Merger

ACM Shipping and Braemar Shipping Services announced today that they have reached agreement on the terms of a recommended merger pursuant to which Braemar will acquire the entire issued and to be issued ordinary share capital of ACM.

Under the terms of the merger, ACM Shareholders will be entitled to receive two New Ordinary Shares and 250 pence in cash for every five ACM Ordinary Shares, resulting in ACM Shareholders owning 28 per cent and Braemar Shareholders owning 72 per cent of the Enlarged Share Capital.

The two companies believe that the merger will create a strong shipping services group, in particular benefiting as follows:

•  The Braemar Group’s and the ACM Group’s respective shipbroking teams, making the enlarged group more attractive to clients, employees and investors. Following completion of the merger, the enlarged group will comprise 1,026 employees in Europe, Asia Pacific, the Americas, Africa and the Middle East of which 426 employees will be in the shipbroking division.
•  The enlarged group is expected to deliver earnings per share enhancement in the first full financial year following the merger, along with strong balance sheet and cashflow generation.

Following the merger becoming effective, Braemar and ACM intend to merge their business operations into a single unified business, under a unified board structure and senior management team.

The merged shipbroking business will have roughly 420 brokers worldwide and be branded as Braemar ACM.

The enlarged company will probably retain a Premium Listing on the London Stock Exchange and the admission to trading on AIM of the ACM ordinary shares will be cancelled.

Johnny Plumbe, Executive Chairman of ACM, said:

“Since becoming a public company in 2006, ACM has successfully developed and grown its business. The merger with Braemar provides a unique opportunity to create a global, diversified shipping services group, with a significant combined shipbroking division which we expect will be a strong engine for future earnings growth. Our committed management and broking teams will complement those at Braemar, enabling a successful integration for the benefit of our clients, employees and shareholders.”

Commenting on the merger, Sir Graham Hearne CBE, Chairman of Braemar, added:

” We will be able to improve our market coverage and the services we offer to our clients. This will consolidate and strengthen our position as a leading player in the shipbroking and shipping services markets.”

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Press Release, May 20, 2014