BW LPG to Nominate Three Directors to Dorian LPG Board
Oslo-based BW LPG has submitted the names of three director candidates to stand for election at Dorian LPG’s 2018 Annual General Meeting of Shareholders.
The company said it intends to file a proxy statement with the Securities and Exchange Commission, accompanied by a WHITE proxy card, in connection with Dorian’s 2018 Annual Meeting.
The move was made as a part of BW LPG’s takeover takeover attempt of Dorian. On May 29, 2018, BW LPG proposed to combine with Dorian in an all-stock transaction, under which Dorian shareholders would have received 2.05 BW LPG shares for each Dorian share.
After its initial proposal got rejected, the company increased its all-stock proposal to combine with Dorian on July 9, under which Dorian shareholders would receive 2.12 BW LPG shares for each Dorian share.
“Since announcing our proposal to combine with Dorian, the feedback we have received from a significant percentage of Dorian’s shareholders has been overwhelmingly positive, including a recent public letter of support from SEACOR Holdings, one of Dorian’s largest shareholders,” Martin Ackermann, BW LPG Chief Executive Officer, said.
Ackermann explained that, due to Dorian’s continued refusal to engage with the company on the proposed combination, BW LPG have decided to go directly to shareholders with their director nominees, namely, Baudoin Lorans, Ouma Sananikone and Jeffrey Schwarz.
Based on BW LPG’s current price of NOK 34.06 per share and an NOK/USD exchange rate of 8.13 as of July 13, 2018, BW LPG’s proposal to combine with Dorian values each Dorian share at USD USD 8.88 per share, representing a 28% premium to Dorian’s unaffected share price of USD USD 6.96 as of May 25, 2018, the last trading day prior to the announcement of BW LPG’s initial proposal, and a premium of 19% to the long-term historical exchange ratio of Dorian and BW LPG since Dorian’s IPO.