As previously communicated, PT Berlian Laju Tanker Tbk ("BLT") and Camillo
Eitzen & Co ASA ("CECO") announced on 5 October 2009 the submission by BLT of a
non-binding indication of interest to put forward a voluntary exchange offer for
all outstanding shares in CECO. On 14 December 2009, the parties announced in a
joint press release that the due diligence process undertaken by BLT was
concluded and that BLT had revised the terms of the potential offer. At the same
time, BLT and CECO also entered into a transaction and exclusivity agreement in
order to prepare for a launch of a voluntary exchange offer, subject to a number
of conditions, consents and approvals. Under the agreement, the parties also
agreed on a timeline for the offer process and key transaction milestones.
Since December 2009, BLT and CECO have worked to prepare for launch of the
voluntary exchange offer under the revised terms announced 14 December 2009. As
the initial transaction structure proposed by BLT (which involved an issue of
mandatory exchangeable bonds) failed to obtain approval from the Indonesian
market regulator, the parties have been considering alternative acquisition
structures to complete the offer.
After contemplating other options allowing earlier execution of the transaction,
BLT has now finally proposed a new transaction structure for completing the
offer based on issuing shares in BLT as payment to CECO shareholders. According
to BLT, having the exchange offer being based on a rights issue structure, which
is a proven concept in Indonesia and for BLT, significantly reduces the
execution risk in the transaction. Under the new structure, the transaction may
be completed by mid-June 2010.
BLT has confirmed to CECO that it remains committed to launch its contemplated
offer for CECO on the terms previously announced on 14 December 2009. Although
the indicative offer from BLT is still considered attractive by the CECO Board
of Directors ("Board"), at this time the Board will not extend the exclusivity
granted to BLT to ensure the necessary flexibility for CECO in the process of
concluding a long-term agreement with its secured and unsecured lenders, as
announced in October 2009. However, the Board remains positive to continue the
process with BLT based on the planned voluntary exchange offer under the revised
terms previously announced.
Carnegie and ABG Sundal Collier are acting as financial advisors to CECO. RS
Platou Markets is acting as financial advisor to BLT.
For further information, please contact:
Peter D. Knudsen,
Chief Executive Officer
Tel: +47 24 00 61 54
Snorre Krogstad,
Chief Financial Officer
Tel: +47 24 00 61 44
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1376973]
Press release no 1 2010 _ CECO_BLT Announcement: http://hugin.info/135041/R/1376973/338098.pdf