Golden Ocean Group and Knightsbridge Shipping have today entered into an agreement to merge.
Knightsbridge will be the surviving legal entity but the combined company will be renamed Golden Ocean Group after the merger is completed.
The combined company would become one of the world’s leading dry bulk companies with a modern fleet of 72 vessels, of which 36 are newbuilds under construction.
The merger has to be approved by the shareholders of Golden Ocean and Knightsbridge in separate special general meetings expected to be held in December 2014 or January 2015.
Knightsbridge’s ordinary shares are currently listed for trading on the Nasdaq Global Select Market, and Golden Ocean’s ordinary shares are currently listed for trading on the Oslo Stock Exchange and the Singapore Stock Exchange.
Under the merger agreement, the combined company will apply for a secondary listing on the OSE and continue to trade on Nasdaq.
Shareholders in Golden Ocean will receive shares in Knightsbridge as merger consideration.
One share in Golden Ocean will give the right to receive 0.13749 shares in Knightsbridge, and Knightsbridge will issue a total of 61.5 million shares to shareholders in Golden Ocean as merger consideration.
Upon completion of the merger, the 3.07% Golden Ocean Group Limited Senior Unsecured Convertible Bond Issue 2014/2019 that was issued by Golden Ocean in January 2014 will be converted into a convertible bond in the combined company under the merger agreement.
After the merger is completed, Hemen Holding, a trust belonging to the founding family, will eventually own 42% of the shares in the combined company.
Golden Ocean Group last closed at $1.80.
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