Norway: GC Rieber Shipping Offers to Acquire Outstanding Shares in Armada Seismic

Norway: GC Rieber Shipping Offers to Acquire all Outstanding Shares in Armada Seismic

GC Rieber Shipping ASA, through its wholly owned subsidiary Polar Ship Invest IV AS, has offered to acquire all outstanding shares in Armada Seismic ASA not currently owned by Polar.

Armada was founded in 2010 with the purpose of acquiring two high-end 3D vessels from Factorias Vulcano in Spain. At present, both vessels are operational and on long-term charters to Dolphin Geophysical AS.

To finance the acquisition, RISH invited co-investors into Armada through a private placement carried out in June 2010. Following the private placement, RISH retained majority in Armada with a shareholding of 65.46% of all issued and outstanding shares in the Company. Outstanding shares in the Company are in total 22.600.000, of which minority shareholders own 7.805.000 shares.

RISH has decided to give the minority shareholders the option to exit Armada by way of a voluntary offer under which RISH may acquire all outstanding shares in the Company not already owned or controlled by Polar for a price of NOK 26 per share. The Offer Price represents an increase of 30 % compared to the share price of NOK 20 in the private placement in June 2010.

“We are grateful for the continued support we have received from our co-investors to bring these vessels to market. Just as we value the contributions of our co-investors, we must also respect their investment horizons and liquidity requirements. As a consequence of input from several minority shareholders, we have decided to put forward this opportunity for realization of their Armada shares” Irene Waage Basili, CEO of RISH, stated in a comment.

The Offer is conditional upon Polar receiving acceptance for the sale of a sufficient number of Shares to ensure Polar ownership to more than 90% of the shares of the Company, fully diluted, and thus that Polar after completion of the Offer represent more than 90% of the voting rights in the Company.

The Board of Directors of Armada has not considered the Offer because two out of three members of the Board are employed in companies associated with Polar as offeror.

Board member Paal E. Johnsen is not affiliated with Polar as offeror and he recommends that shareholders of the Company accept the Offer. Mr. Johnsen bases his recommendation on an assessment of factors that he has deemed relevant in relation to the Offer, including, but not limited to its assumptions regarding the Company’s business and financials. In connection with this recommendation, he has received a statement from SpareBank1 Markets on the fairness of the offer, which concludes that the Offer is fair from a financial point of view.

Alden AS, a Company affiliated with Board member Paal E. Johnsen, has accepted the Offer for all Alden’s Armada shares.

Carnegie ASA is acting as advisor to RISH in the Offer.

GC Rieber Shipping‘s business within offshore/shipping includes ownership in specialized vessels, high quality marine ship management, project development and industrial portfolio management within the segments subsea, ice/support and marine seismic. The group has a unique competence in offshore operations in harsh environments as well as design, development and maritime operation of seismic vessels.

Subsea World News Staff, May 8, 2012; Image: Factorias Vulcano