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.