CMA CGM makes expected formal offer for all shares in Singapore's NOL
FRENCH shipping giant CMA CGM has made an all-cash offer for all outstanding shares of Neptune Orient Lines Limited (NOL) other than those it already owns, controls or has agreed to acquire.
This follows approvals by the relevant regulatory authorities in the European Union and China.
NOL non-executive independent chairman Kwa Chong Seng has recommended acceptance of the formal offer, the terms of which were already settled by the major shareholders.
CMA CGM currently owns 10.5 per cent of all NOL shares, and intends to delist and privatise NOL through the offer. NOL's majority shareholders, Temasek Holdings (Private) Limited and its affiliates, which own 66.78 per cent of NOL shares, will tender all of their NOL shares in acceptance of the cffe, said the CMA CGM statement.
Maybank Kim Eng Securities (MKES) has been appointed as the independent financial adviser (IFA) to advise the directors of NOL who are considered independent for the purposes of the offer (independent directors).
The offer price is S$1.30 (US$0.95) per NOL share in cash, which CMA CGM does not intend to increase. The offer provides NOL shareholders with an opportunity to realise their investment in NOL at a 49 per cent premium to NOL's unaffected share price on July 16, 2015 and a 33 per cent premium to NOL's three-month volume-weighted average share price prior to July 16, 2015.
CMA CGM believes the acquisition of NOL would provide a total company-wide capacity of 2.35 million TEU, an 11.7 per cent market share and a 540-ship fleet generating revenues of US$21 billion.
"CMA CGM attaches significant importance to Singapore and the region for the deployment of its strategy in Asia." said the company statement.
"The combined entity would reinforce Singapore's leadership in the maritime and shipping sector as the city-state seeks to increase maritime services and transportation volumes, including committing more volumes through Singapore," it said.
CMA CGM said it will also contribute to reinforce Singapore as a centre of excellence in the field of maritime activities as CMA CGM plans to use Singapore as a key hub in Asia.
"In this regard, CMA CGM plans to establish its regional head office in Singapore. This consolidation of CMA CGM's longstanding presence in Asia in Singapore aims at providing efficient and quality services to customers in the region," said CMA CGM's statement.
Said NOL non-executive independent chairman Kwa Chong Seng: "The independent directors, having considered carefully the fairness opinion rendered to the NOL board by Citigroup Global Markets Singapore, as NOL's financial adviser; the terms and conditions, as well as the advice given and recommendation made by MKES as the IFA, concur with the recommendation of MKES in respect of the offer.
"Accordingly, they recommend that NOL shareholders accept the offer, unless NOL shareholders are able to obtain a price higher than the offer price on the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions," said Mr Kwa.
Said the CMA CGM statement: "Acceptances of the offer must be received not later than 5.30pm. (Singapore time) on 4 July 2016, or such later date(s) as may be announced from time to time by or on behalf of CMA CGM."
Full details of the offer are set out in the Composite Document (containing the terms and conditions of the offer and enclosing the relevant acceptance forms), which has been despatched today to NOL shareholders.
FRENCH shipping giant CMA CGM has made an all-cash offer for all outstanding shares of Neptune Orient Lines Limited (NOL) other than those it already owns, controls or has agreed to acquire.
This follows approvals by the relevant regulatory authorities in the European Union and China.
NOL non-executive independent chairman Kwa Chong Seng has recommended acceptance of the formal offer, the terms of which were already settled by the major shareholders.
CMA CGM currently owns 10.5 per cent of all NOL shares, and intends to delist and privatise NOL through the offer. NOL's majority shareholders, Temasek Holdings (Private) Limited and its affiliates, which own 66.78 per cent of NOL shares, will tender all of their NOL shares in acceptance of the cffe, said the CMA CGM statement.
Maybank Kim Eng Securities (MKES) has been appointed as the independent financial adviser (IFA) to advise the directors of NOL who are considered independent for the purposes of the offer (independent directors).
The offer price is S$1.30 (US$0.95) per NOL share in cash, which CMA CGM does not intend to increase. The offer provides NOL shareholders with an opportunity to realise their investment in NOL at a 49 per cent premium to NOL's unaffected share price on July 16, 2015 and a 33 per cent premium to NOL's three-month volume-weighted average share price prior to July 16, 2015.
CMA CGM believes the acquisition of NOL would provide a total company-wide capacity of 2.35 million TEU, an 11.7 per cent market share and a 540-ship fleet generating revenues of US$21 billion.
"CMA CGM attaches significant importance to Singapore and the region for the deployment of its strategy in Asia." said the company statement.
"The combined entity would reinforce Singapore's leadership in the maritime and shipping sector as the city-state seeks to increase maritime services and transportation volumes, including committing more volumes through Singapore," it said.
CMA CGM said it will also contribute to reinforce Singapore as a centre of excellence in the field of maritime activities as CMA CGM plans to use Singapore as a key hub in Asia.
"In this regard, CMA CGM plans to establish its regional head office in Singapore. This consolidation of CMA CGM's longstanding presence in Asia in Singapore aims at providing efficient and quality services to customers in the region," said CMA CGM's statement.
Said NOL non-executive independent chairman Kwa Chong Seng: "The independent directors, having considered carefully the fairness opinion rendered to the NOL board by Citigroup Global Markets Singapore, as NOL's financial adviser; the terms and conditions, as well as the advice given and recommendation made by MKES as the IFA, concur with the recommendation of MKES in respect of the offer.
"Accordingly, they recommend that NOL shareholders accept the offer, unless NOL shareholders are able to obtain a price higher than the offer price on the open market, taking into account all brokerage commissions or transaction costs in connection with open market transactions," said Mr Kwa.
Said the CMA CGM statement: "Acceptances of the offer must be received not later than 5.30pm. (Singapore time) on 4 July 2016, or such later date(s) as may be announced from time to time by or on behalf of CMA CGM."
Full details of the offer are set out in the Composite Document (containing the terms and conditions of the offer and enclosing the relevant acceptance forms), which has been despatched today to NOL shareholders.