Saga is a Norwegian based tanker company listed on the Oslo Stock Exchange Axess list, ticker code “SAGA”. The company owns a fleet of four VLCCs, three of which are built in 2000 and one of which is built in 1995. Three vessels are operating in the spot market while one vessel is on time charter until the third quarter of 2012.
The combined company will operate a fleet of 16 quality crude oil tankers, of which 15 will be wholly owned. The combined fleet will consist of 10 VLCCs, 2 Suezmaxes and 4 Aframaxes, operating both on charter contracts and in the spot market.
The complete details of the Offer, including all terms and conditions, will be contained in an Offer Document to be sent to Saga shareholders following review and approval by the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority pursuant to Chapters 6 and 7 of the Norwegian Securities Trading Act. As will be further detailed and specified in the Offer Document, the completion of the Offer will inter alia be subject to the following conditions being satisfied or waived by DHT:
(i) the Offer shall have been accepted by shareholders of Saga representing more than 95% of the share capital and voting rights of Saga on a fully diluted basis, (ii) all approvals required from regulatory authorities for completion of the Offer shall have been obtained, (iii) there shall not have occurred any material adverse change in the business, assets, liabilities, condition (financial or otherwise), results, or operation of Saga, (iv) the business of Saga, in the period from 31 March 2011 and until the settlement of the Offer, shall have been conducted in the ordinary course, and that there has been no issuance of any securities or payment of dividend by Saga, (v) the Board of Saga shall not have amended or withdrawn its recommendation of the Offer, (vi) Saga shall have received necessary consents and waivers from third parties, including under the terms of any loan agreement and any charter party agreement, (vii) no intervention shall have taken place by any court or other governmental or regulatory authority which restrains or prohibits the completion of the Offer, (viii) there shall have been no material breach by Saga Tankers of the combination agreement which entitles DHT to terminate the combination agreement and (ix) the New York Stock Exchange shall have approved for listing on such exchange the shares to be issued to Saga shareholders, subject to official notice of issuance.