Stena Sessan AB[1] (“Stena Sessan”) hereby announces a recommended public offer to the shareholders of Concordia Maritime Aktiebolag (publ)[2] (“Concordia Maritime” or the “Company”) to tender all class B shares[3] in Concordia Maritime to Stena Sessan at a price of SEK 9.80 per class B share (the “Offer”), which represents a premium of 59.2 percent to the volume-weighted average trading price of SEK 6.16 for the class B shares over the last 90 trading days. The class B shares in Concordia Maritime are listed on Nasdaq Stockholm.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, New Zealand, South Africa or the United States, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares in the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
“Concordia Maritime has completed a number of vessel divestments during the past few years and today only one vessel remains, which is employed on a charter with options for extension up until 2030. We therefore believe that the Company’s operations are better suited for an unlisted environment and offer other shareholders to benefit from the current value of the Company’s assets in an attractive way, and accordingly, avoid being locked in during the remaining charter period.” says Karl Swartling, CEO of Stena Sessan.
Summary of the Offer
Stena Sessan offers SEK 9.80 in cash per class B share in Concordia Maritime. The total value of the Offer, based on the 22,833,451 class B shares in Concordia Maritime not directly or indirectly owned by Stena Sessan, amounts to approximately SEK 224 million, or SEK 468 million for all shares in Concordia Maritime.
The price offered for the class B shares represents a premium of 55.6 percent to the closing price for the class B shares on 11 December 2023 (the last day of trading prior to the announcement of the Offer), a premium of 58.2 percent to the volume-weighted average trading price for the class B shares over the last 30 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer) and a premium of 59.2 percent to the volume-weighted average trading price for the class B shares over the last 90 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer).
Stena Sessan will not increase the consideration of SEK 9.80 in the Offer. By this statement, Stena Sessan cannot, in accordance with the Swedish Stock Market Self-Regulation Committee’s Takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”), increase the consideration in the Offer.
The independent bid committee of Concordia Maritime unanimously recommends that Concordia Maritime’s shareholders accept the Offer. The recommendation is supported by a fairness opinion provided by Fearnley Securities AS (“Fearnley Securities”).
As of the date of this press release, Stena Sessan holds 20,896,347 class B shares and 4,000,000 class A shares in Concordia Maritime, corresponding to approximately 52.16 percent of the shares and approximately 72.73 percent of the votes in Concordia Maritime
Peter Edwall, who via Ponderus Invest AB holds 2,309,006 class B shares in Concordia Maritime, corresponding to approximately 4.84 percent of the shares and approximately 2.76 percent of the votes, has declared his support for and intention to accept the Offer.
The acceptance period in the Offer is expected to commence on 14 December 2023 and end on 11 January 2024.
Background and reasons for the Offer
During the past two years, Concordia Maritime has successfully made use of the strong tanker market and divested twelve vessels. These divestments have allowed the Company to repay debt and establish a net cash position. Today, Concordia Maritime’s fleet comprises only one P-MAX vessel, Stena Polaris. Since the beginning of 2022, the vessel is employed on a bareboat contract to Crowley Government Services Inc., USA. The charter runs with options for extension up until 2030.
Due to the shrinking fleet, a review of the Company’s administrative costs and resources has been initiated. During the year, the Company’s management and board of directors have also evaluated new business opportunities within similar and new segments, all dependent on significant capital injections. Stena Sessan believes conditions are currently unfavorable for making additional investments in the Company, given the prevailing uncertain capital market sentiment and historically high vessel values.
It is Stena Sessan’s intention to retain Stena Polaris and maintain the limited operations associated with the chartered-out vessel during its remaining charter. Stena Sessan’s overall assessment is that the Company’s continued operations are better suited for an unlisted environment during the remainder of Stena Polaris’ charter.
Stena Sessan makes the Offer in order for the other shareholders to be able to capitalise on the value of the Company’s assets in a time-efficient and attractive way, and accordingly, avoid being locked in during the remaining charter. Stena Sessan believes that the Offer is generous and that it represents a significant premium to the current share price.
Stena Sessan values the expertise of Concordia Maritime’s management and employees and intends to maintain the solid relationships that Concordia Maritime has with its employees. It is Stena Sessan’s current intention to keep Concordia Maritime’s operations intact, without any material changes with regard to Concordia Maritime’s employees and management or to Concordia Maritime’s existing organization and operations, including the terms of employment and locations of the operations, other than such changes which have already been resolved upon by Concordia Maritime. Any specific initiatives to be implemented in the Company will be determined together with Concordia Maritime’s management, in light of a detailed review of the operations in the period following the completion of the Offer. Before then, it is too early to say which initiatives will be implemented and the impact these could have. Furthermore, it is assumed that the Offer will not result in any changes with regard to Stena Sessan’s employees and management, and Stena Sessan does not have any strategic plans which could have an impact on the terms of employment and locations where Stena Sessan’s operations are conducted.
The Offer
Consideration
Stena Sessan offers SEK 9.80 in cash for each class B share in Concordia Maritime.
Stena Sessan will not increase the consideration of SEK 9.80 in the Offer. By this statement, Stena Sessan cannot, in accordance with the Takeover Rules, increase the consideration in the Offer.
Should Concordia Maritime, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly.
No commission will be charged in respect of settlement of the class B shares in Concordia Maritime tendered to Stena Sessan under the Offer.
Premiums
The price in the Offer represents a premium of[4]:
55.6 percent compared to the closing price on Nasdaq Stockholm on 11 December 2023 (the last day of trading prior to the announcement of the Offer) of SEK 6.30 for the class B shares;
58.2 percent compared to the volume-weighted average trading price of SEK 6.19 for the class B shares over the last 30 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer); and
59.2 percent compared to the volume-weighted average trading price of SEK 6.16 for the class B shares over the last 90 trading days ended on 11 December 2023 (the last day of trading prior to the announcement of the Offer).
Total value of the Offer
The total value of the Offer, based on the 22,833,451 shares in Concordia Maritime not directly or indirectly owned by Stena Sessan, amounts to approximately SEK 224 million. The Offer values Concordia Maritime, based on all 47,729,798 outstanding shares in Concordia Maritime, to approximately SEK 468 million.
Acceptance period
The acceptance period in the Offer is expected to commence on 14 December 2023 and end on 11 January 2024. Settlement is expected to be initiated on 19 January 2024.
Statement from the independent bid committee of Concordia Maritime and fairness opinion
The independent bid committee of Concordia Maritime has evaluated the Offer and informed Stena Sessan that the bid committee of Concordia Maritime has unanimously resolved to recommend the shareholders of Concordia Maritime to accept the Offer. The bid committee of Concordia Maritime has further informed Stena Sessan that the bid committee of Concordia Maritime has obtained a fairness opinion from Fearnley Securities, according to which the Offer is assessed to be fair for Concordia Maritime’s class B shareholders from a financial perspective, based on the assumptions and considerations included in the statement.[5]
Stena Sessan’s shareholding in Concordia Maritime
Stena Sessan currently owns 20,896,347 class B shares and 4,000,000 class A shares, corresponding to approximately 52.16 percent of the shares and approximately 72.73 percent of the votes in Concordia Maritime.
Neither Stena Sessan nor any of its closely related parties, has acquired any shares in Concordia Maritime at a price above the price in the Offer during the six months that have preceded the announcement of the Offer or hold any financial instruments in Concordia Maritime that provide a financial exposure equivalent to a holding of shares in Concordia Maritime.
Declaration of intent from shareholders in Concordia Maritime
Peter Edwall, who via Ponderus Invest AB holds 2,309,006 class B shares in Concordia Maritime, corresponding to approximately 4.84 percent of the shares and approximately 2.76 percent of the votes, has declared his support for and intention to accept the Offer.
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
the Offer being accepted to such extent that Stena Sessan becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in Concordia Maritime;
no other party announcing an offer to acquire shares in Concordia Maritime on terms that are more favorable to the shareholders of Concordia Maritime than the Offer;
with respect to the Offer and completion of the acquisition of Concordia Maritime, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition authorities, in each case on terms which, in Stena Sessan’s opinion, are acceptable;
neither the Offer nor the acquisition of Concordia Maritime being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Concordia Maritime’s financial position or operations, including Concordia Maritime’s sales, results, liquidity, equity ratio, equity or assets;
no information made public by Concordia Maritime, or otherwise made available to Stena Sessan by Concordia Maritime, being inaccurate, incomplete or misleading, and Concordia Maritime having made public all information which should have been made public; and
Concordia Maritime not taking any action that is likely to impair the prerequisites for making or completing the Offer.
Stena Sessan reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions are not satisfied or cannot be satisfied. However, with regard to conditions 2 – 7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Stena Sessan’s acquisition of Concordia Maritime or if otherwise approved by the Swedish Securities Council (Sw. Aktiemarknadsnämnden).
Stena Sessan reserves the right to waive, in whole or in part, one, several or all of the conditions set out above, including, with respect to condition 1 above, that Stena Sessan reserves the right to waive the condition and to complete the Offer at a lower level of acceptance.
Stena Sessan may acquire, or take measures to acquire, shares in Concordia Maritime in other ways than through the Offer. Information about such acquisitions of shares, or measures to acquire shares, will be published in accordance with applicable rules.
Certain closely related parties and conflicts of interest
As of the date of this press release, Stena Sessan owns 20,896,347 class B shares and 4,000,000 class A shares in Concordia Maritime, corresponding to approximately 52.16 percent of the shares and approximately 72.73 percent of the votes in Concordia Maritime. Accordingly, Stena Sessan is Concordia Maritime’s parent company. This circumstance means that Section III of the Takeover Rules is applicable to the Offer, entailing that the acceptance period shall be at least four weeks and that Concordia Maritime is obliged to obtain and announce a valuation (a fairness opinion) regarding the shares in the Company from independent experts.
Furthermore, since Henrik Hallin, board member of Concordia Maritime, is the CFO of Stena Adactum, he has not participated in the board of directors’ evaluation of or resolutions regarding matters related to the Offer, in accordance with the Takeover Rules. In light of previous assignments for the Stena sphere, not either Stefan Brocker, chairman of the board of Concordia Maritime, has participated in the board of directors’ evaluation of or resolutions regarding matters related to the Offer, in accordance with the Takeover Rules.
Information about Stena Sessan
Stena Sessan AB is part of the Stena sphere and owned by the Olsson family. Through collaboration with co-owners, management teams and organisations, Stena Sessan develops businesses that can address the needs and challenges that the future holds, and safeguard a responsible development for future generations. Stena Sessan’s investment strategy is built on flexibility and a long-term investment horizon.
Information about Concordia Maritime
Concordia Maritime is an international tanker shipping company, focusing on safe, sustainable and reliable transportation of refined oil products, chemicals and vegetable oils. Today, Concordia Maritime’s vessel fleet consists of one P-MAX vessel, Stena Polaris. The Company’s class B shares were first listed on Nasdaq Stockholm in 1984.
Financing of the Offer
The Offer is not subject to any financing condition. The Offer is fully financed by Stena Sessan’s available funds and a credit facility secured for the intended transaction, with customary conditions to drawdown.
Review of information in connection with the Offer
Stena Sessan has, in connection with the preparations of the Offer, conducted a due diligence review of Concordia Maritime. Concordia Maritime has confirmed that Stena Sessan has not been provided with any inside information in connection with the due diligence review.
Approvals from authorities
Completion of the Offer is conditional upon, inter alia, all necessary clearances, approvals, decisions and other actions from authorities or similar, being obtained, in each case on terms which, in Stena Sessan’s opinion, are acceptable. However, it is Stena Sessan’s assessment that the transaction does not require any approvals from authorities.
Source: Stena Sessan AB