July 30, 2007
Bear Stearns to buy MC Shipping
MC Shipping Inc. (AMEX:MCX ) and Bear Stearns Merchant Banking ("BSMB") announced today the signing of a merger agreement providing for the shipping company to be acquired by a newly-formed entity controlled by BSMB.
MC Shipping Inc. is an international shipping company focused on maritime transportation of liquefied petroleum gas (LPG), with headquarters in Monaco and an office in London. Presently, MC Shipping fully or partially owns and operates a fleet of 19 vessels, and has contracted to purchase four others, that serve the world's major oil, gas, shipping and trading companies.
Under the terms of the merger agreement, MC Shipping shareholders will receive $14.25 per share in cash, representing a total transaction value of approximately $284 million. The price of $14.25 represents a premium of 19.6 percent over the closing price of the common stock on July 27, 2007, 21.6 percent over the average closing price for the last 60 trading days and 30.8 percent over the average closing price for the last six months.
Concurrent with the signing of the merger agreement, the MC Shipping's principal shareholders, Navalmar Transportes Maritimos LDA (an entity controlled by Enrico Bogazzi) and Weco-Rederi Holding A/S (an entity controlled by Johan Wedell-Wedellsborg), with collective ownership of approximately 53 percent of the common stock, are selling their shares of common stock to BSMB at the same $14.25 price per share that is payable under the merger agreement.
The Transaction Committee of MC Shipping's Board of Directors --comprised solely of directors who are neither company officers nor affiliates of the former principal shareholders and was created to independently evaluate the transaction--recommended the merger to the Board of Directors.
The merger agreement includes a "go shop" provision that permits the Transaction Committee and its advisors to actively solicit alternative proposals from third parties for the next 35 days. There can be no assurance that the solicitation of proposals will result in an alternative transaction, and MC Shipping does not intend to disclose developments with respect to this solicitation process until it is completed. Provided that it has not elected to match such proposal, BSMB has agreed in the merger agreement to support a qualified superior proposal accepted by the Board of Directors (by tendering its shares or voting in favor of a merger, as applicable) if such superior proposal has a price per share of at least $15.00 and is not subject to a financing condition or other conditions more onerous than those contained in the merger agreement. If the company terminates the merger agreement with BSMB in order to accept an alternative proposal, the company will be required to pay a termination fee of $7,750,000 to BSMB.
DnB NOR Markets served as the financial advisor to MC Shipping Inc. in connection with the transaction, and Milbank, Tweed, Hadley & McCloy LLP served as legal counsel. HSBC Securities (USA) Inc. and Poten Capital Services, LLC served as financial advisors to BSMB, and Weil, Gotshal & Manges LLP served as legal counsel.