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Port Security Conference

April 7, 2003


Sohmen Pao family set to acquire Bergesen
Norway's largest shipping company, Bergesen d.y. ASA announced today that its two controlling shareholders, cousins Morten Bergesen and Petter Sundt, had accepted a cash offer to sell their stakes in the company to World Nordic, a firm set up by the Sohmen Pao family of Hong Kong to take over Bergesen.

Bergesen's and Sundt's acceptance immediately gave Sohmen Pao interests 51.5 percent of Bergesen, paving the way to assumption of full control in a deal that values Bergesen at $1.42 billion.

The Sohmen Pao family controls Hong Kong's World Wide Shipping Group, founded by the legendary Sir Y.K. Pao
In a notice to the Oslo Stock Exchange today, World Nordic stated that it had acquired 16.575.106 A-shares in Bergesen d.y. ASA, constituting the total number of shares previously held by the two cousins, at a price of NOK 180 per share.

The sellers have sold on the condition that the buyer puts forward an offer to the other shareholders, based on the same price, adjusted for the proposed dividend of NOK 7 per share.

World Nordic has also notified the Oslo Stock Exchange that it has acquired 5.144.228 A-shares and 4.698.893 B-shares in Bergesen from Tauro Company Limited, another Sohmen Pao controlled entity

World Nordic now holds 21.719.334 A-shares and 4.698.893 B-shares in Bergesen, constituting 51,5% of the company's voting A-shares and 26,9% of the company's non-voting B-shares. World Nordic's total shareholding in Bergesen consists of 26.418.227 shares, constituting 44,3% of the total number of shares in Bergesen.

World Nordic has confirmed to the Board of Bergesen that it will put forward a mandatory offer to buy all the shares in Bergesen in accordance with the regulations in the Securities Trading Act, clauses 4-1 and following. The offer will be based on a price of NOK 180 per A-share and NOK 155 per B-share, adjusted for the proposed dividend.

Bergesen d.y ASA emerged as a listed company in 1986, controlled by the Bergesen/Sundt family, with about 80 percent of the shares. Other family members sold their shares the same year, while Morten Sig. Bergesen and Petter C. G. Sundt remained significant shareholders.

Morten Sig. Bergesen said today that shareholders had benefited from the company's listing in terms of shareholder rights and protection, increased share value of their shares and a more liquid share. However, the company had also been put in a more exposed position. In recent years, the Sohmen Pao family had accumulated a considerable shareholding in the company. They have on several occasions expressed their long term perspective and have confirmed their interest in the company's strategy and operation.

"As shareholders, Petter C. G. Sundt and myself have evaluated what options and possibilities we had, that in the end could benefit the company and all the shareholders," said Morten Sig. Bergesen. "We worked on the idea of submitting an offer for the entire company ourselves, and were in discussions with a large finance institution in Norway in this respect. We concluded that we were not able to take on such a large challenge without serious consequences for the company in terms of sale of a major part of its activities."

He said that an important factor in deciding to sell was the buyers' confirming their commitment to continue to run the company along the same lines as today from Norway, thereby confirming "that it is not the mere steel value that has attracted their interest, but also the software in Bergesen."

Andreas Sohmen Pao, who is Sir Y.K. Pao's grandson, commented that World Wide was founded in 1955 and is today mainly focused on VLCCs, with a fleet of about 9 million dwt, and an average age of around 8 years.

"We are a strong group, focused on people, and committed to shipping" he said and continued: "What I see here today is one of the finest shipping teams in the world. When you combine the Bergesen talent ashore and at sea with the talent in World-Wide, I believe we without question will have the No. 1 shipping team in the world."

"As far as strategy is concerned," he said, "we believe that Bergesen is on a sound track. I can commit to you now that the head office of Bergesen will remain in Oslo and that the existing team will be entrusted to carry the company forward, as long as it is prepared to accept the responsibility. Bergesen will operate as an independent company much as it is today, with an independent management team reporting to the company's board of directors. Daily operational decisions will be handled locally by the existing team, while major strategic decisions will be referred to the board."

Jan Haakon Pettersen will be appointed as the new managing director of Bergesen effective from the end of this year. Svein Erik Amundsen will continue in his current post until that time, and will join the board of directors effective 24 April 2003. "I am also pleased to announce that Morten Sig. Bergesen has agreed to remain on the board as a director. We are delighted to have these extremely capable individuals to help us ensure a smooth transition," said Sohmen Pao, who concluded by stating: "I see a great future ahead for Bergesen and World-Wide."

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