Solstad Offshore-REM Offshore Merger One Step Closer

Solstad Offshore (SOFF), REM Offshore (REM) and Solship Invest 1 AS (Solship Invest), have entered into a merger plan regarding the merger of REM with Solship Invest.

Solship Invest is currently a wholly owned subsidiary of SOFF.

The merger will be completed as a statutory triangular merger, whereby Solship Invest will be the surviving company.

Solstad will in connection with the merger create a new class B shares which will have the same economic rights as the ordinary shares in SOFF (to be renamed class A shares), but with 1/10(th) vote. As merger consideration, REMs shareholders will receive new SOFF class B shares. The Merger will be based on an agreed exchange ratio of 0.0696 SOFF shares per REM share. This is based upon the issue prices in REM and SOFF’s private placements, proposed earlier this June and July, of NOK 0.87 per share and NOK 12.50 per share respectively, corresponding to the agreed ratio of 0.0696 SOFF class B shares per REM share.

In addition, founder of REM offshore, Åge Remøy and his related companies will, receive up to 6 million SOFF class A shares for the first NOK 75 million in REM shares subscribed by them in REM’s NOK 150 million directed share issue, which will be carried out as proposed before the merger.

Reportedly, it is a condition from Åge Remøy’s side that his current controlling position in REM is reflected by a significant voting interest in Solstad after the merger, which will be effected by his entitlement to get half of the consideration shares attributable to the directed share issue in REM in the form of SOFF class A shares. According to REM’s Oslo Stock Exchange filing, the principal shareholders of Solstad have agreed to this. His principal holding company will also nominate a member to the board of directors of Solstad upon effectiveness of the Merger.

In this respect, the nomination committee of Solstad has, in accordance with the request from Åge Remøy, nominated Inger-Marie Sperre as a new member of the board of directors of Solstad, effective upon completion of the Merger.

Share this article

Follow Subsea World News

Events>

<< Aug 2017 >>
MTWTFSS
31 1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31 1 2 3

Kuwait Oil & Gas Show

Kuwait Oil & Gas Show is the Kuwait International Fair Ground in Kuwait City, Kuwait. This event showcases product from Chemicals & Dyes, Electronics & Electrical Goods, Hand, Machine & Garden Tools, Petroleum, Oil & Gas, Power & Renewable Energy industries. More info

read more >

SPE Offshore Europe 2017

Attending SPE Offshore Europe, recognised by offshore E&P professionals as Europe’s leading E&P exhibition and conference, will ensure…

read more >

Offshore Site Investigation & Geotechnics Committee 8th International Conference “Smarter Solutions for Future Offshore Developments”

The conference series, which has run since 1979, offers a unique opportunity for geotechnical engineers, geoscientists and academics…

read more >

Oil & Gas Indonesia 2017

Oil & Gas Indonesia (OGI) is an exhibition focused on Oil and Gas Exploration, Production and Refining and showcases the largest exhibition…

read more >