July 30, 2009
GC Rieber bests Chouest's offer for Sea4
Norway's GC Rieber Shipping today announced a voluntary offer for the acquisition of all the issued and outstanding shares in Sea4 at an offer price of NOK 3.50 per share. This is substantially more than a NOK 1.50 a share offer that Sea4 received on July 16 from Island Offshore/Edison Chouest. Sea4's Board said then that the price and the conditions of the Island Offshore/Edison Chouest offer were "such that the Board will not recommend it for the company's shareholders."
Sea4 is a Norwegian OTC listed company in which the Bergshav Group is the leading shareholder. Atle Bergshaven is its Chairman. It has two IMR subsea vessels of Skipsteknisk ST-254L CD design under construction at Spain's Freire Shipyard under a Spanish tax lease arrangement. Contracted at EUROS 52 million each, they are scheduled for delivery in June 2010 and March 2011, respectively.
Sea4 has not been able to fully finance the vessels and has been been trying to charter them out or to sell the newbuilding contracts. Earlier this month, it said it had signed an agreement to sell its shipbuilding contract for the first vessel with a "significant and solvent player in the oil service industry." That deal was to be effected through a sale of 100% of the shares in the subsidiary Sea4 I Shipping Ltd and wa ssubject to due diligence and Board approvals on both sides before August 15, 2009. Sea4 said it had negotiated a similar agreement with the same buyer for the sale of the second shipbuilding contract through a sale of 100% of the shares in the subsidiary Sea4 II Shipping Ltd. The final decision on that second sale was to be made by August 31, 2009. Sea4 said the agreement for sale of the two shipbuilding contracts reflects a net value adjusted equity in the range of NOK 4.25 - NOK 4.75 per existing share in Sea4 AS.
GC Rieber Shipping's offer is conditional on obtaining at least 67 percent of the shares in Sea4. The offer is further conditional on Sea4's continued ownership of its special purpose subsidiaries Sea4 I Shipping Ltd and Sea4 II Shipping Ltd, as well as satisfactory due diligence. Due to its familiarity with the Spanish tax lease system and several of Sea4's suppliers, GC Rieber Shipping expects to be able to conclude the due diligence process within a short period of time.
GC Rieber Shipping describes itself as an industrial player in offshore subsea, ice research and support, as well as marine seismic. It says it has a communicated strategy of expanding within the subsea segment and that it has a strong financial capacity with solid liquidity, low gearing and long contract coverage on several of the group's vessels.
Carnegie ASA is acting as financial advisor to GC Rieber Shipping in connection with the transaction.
For a blow-by-blow look at Sea4's activities, access its Norwegian OTC announcements HERE.