NYSE listed DHT Holdings, Inc. (“DHT”) will offer to acquire all of the shares of Oslo Axess listed Saga Tankers ASA (“Saga”). The Board of Directors of Saga has agreed to recommend the DHT offer to its shareholders.
The Boards of Directors of DHT and Saga have entered into a transaction agreement regarding an acquisition of Saga by DHT. Under the terms of the agreement, DHT will put forward a recommended voluntary exchange offer (the “Offer”) pursuant to the Norwegian Securities Trading Act for all of the shares of Saga. The consideration offered will be 0.25 DHT shares per Saga share.
The Offer consideration corresponds to NOK 5.44 per Saga share, based on the closing share price of DHT on 27 May 2011 of USD 4.01, applying an USDNOK exchange rate of 5.43, and values the total share capital of Saga at approximately NOK 472.4 million or USD 87.0 million. This represents a premium of approximately 56% to the closing share price of Saga on 30 May 2011, the last trading day prior to the announcement of the Offer and a premium of approximately 35% to the one month volume weighted average share price of Saga for the period ending on 30 May 2011.
Shareholders representing 75.2% of the total share capital of Saga have already given their pre-acceptances to the Offer, subject to customary conditions.Svein Moxnes Harfjeld and Trygve P. Munthe, senior management of DHT say in a statement: “The combined company will have a quality fleet and a strong balance sheet with available liquidity and access to capital markets to support prudent and profitable growth that is expected to benefit the shareholders of both companies.” Chairman and main shareholder of Saga, Mr. Arne Blystad, has accepted the offer and says: “This makes good sense for the Saga shareholders as we will receive shares in a company with a sound balance sheet, significant contract coverage and improved trading liquidity.“