Höegh LNG Holdings Ltd. has recommended offer by Leif Höegh & Co. Ltd. and Funds managed by Morgan Stanley Infrastructure Partners through a 50/50 joint venture, Larus Holding Limited, reads the company press release.
Acquisition of outstanding shares
The offer is to acquire the remaining issued and outstanding shares of the Company not currently owned by LHC or its affiliates, representing approximately 50.4% of the shares outstanding, by way of amalgamation between Larus Limited, a subsidiary of JVCo, and the Company.
All of the Company’s shares (other than those owned by LHC and its affiliates) will be cancelled for a consideration in cash of NOK 23.50 per share pursuant to an amalgamation agreement entered into between the Company and BidCo (the “Amalgamation Agreement“).
Immediately following the completion of the Transaction, the amalgamated company would be wholly-owned by JVCo, and the common shares of Höegh LNG Holdings Ltd. will be delisted from the Oslo Stock Exchange.
Amalgamation Agreement
The share acquisition price of NOK 23.50 reflects a premium of approximately 36% to the closing share price on 5 March 2021 and 32% to 30-day volume-weighted average share price (VWAP). The Offer Price values the total share capital of the Company at approximately NOK 1,815 million.
The Board of Höegh LNG Holdings Ltd. has, based on a recommendation from a Special Board Committee, consisting of the non-executive, independent directors, after consultation with its independent legal and financial advisors, unanimously approved the Amalgamation Agreement and determined to recommend the unaffiliated shareholders of the Company to vote in favor of the Transaction.
As part of this recommendation, the Special Board Committee has requested and received a fairness opinion from Fearnley Securities AS concluding that the offered price per share represents fair value for the shareholders.
Subject to approval
The Transaction is anticipated to close in the first half of 2021 and is subject to the approval of Höegh LNG Holdings Ltd.’s shareholders of the Amalgamation Agreement. The consent of 2/3 of the shares voted on the resolution at the general meeting is required for such approval, with the stake held by LHC counting towards the vote.
Furthermore, the Transaction is subject to waivers of specific change of control and/or delisting provisions in relation to the Company’s outstanding bonds and certain credit agreements, as well as the satisfaction of other customary closing conditions, including that neither any material adverse change nor any material breach of the agreement between the Company and BidCo has occurred.
The Company and BidCo have agreed that, if the Transaction has not been completed by 9 August 2021 or such later date as the Company and BidCo may agree, then the Transaction will not proceed.
The common and preference units of Höegh LNG Partners LP will remain outstanding and continue to trade on the New York Stock Exchange as before.
- Credit Suisse International, DNB Markets, a part of DNB Bank ASA, and Morgan Stanley & Co. LLC are acting as financial advisors to LHC and MSIP.
- Advokatfirmaet Thommessen AS, Kirkland & Ellis International LLP and Conyers Dill & Pearman are acting as legal counsels to JVCo and BidCo.
- Fearnley Securities AS has acted as financial advisor to the Special Board Committee and Advokatfirmaet Schjødt AS and Appleby (Bermuda) Limited are acting as legal counsels to the Company and the Board.
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Source: Hoegh LNG
