The Oslo Stock Exchange has ruled that investor and shipowner Frode Teigen is not obliged to make an offer for all shares in Belships.
This summer, Teigen made an offer to buy 30.2% of the shares in the Oslo-listed bulker owner for NOK 7 ($0.85) per share and to merge it with his company, Lighthouse.
Sverre Jorgen Tidemand is the biggest shareholder in Belships holding 67%, whilst his brother Otto and his family have a 10.6% stake through Tidships. Tidships and other minority shareholders have challenged the takeover bid and appealed to the stock exchange to have Teigen make an offer to all shareholders.
The exchange has now decided he does not have to do so because the offer is not about a change of control. The Teigen companies Kontrari and Kontrazi will together have 68.9% in the merged company after the transaction.
“We are very disappointed that the lawyer of the stock exchange does not have a larger respect for the principles of equal treatment of shareholders in listed companies," Caroline Figenschou Tidemand, the daughter of Otto, told Norwegian daily Finansavisen. "This will hurt the reputation of the stock exchange and shows clearly how sound principles are put aside.”
Earlier this year, Tidships made a takeover proposal for Belships, but this was rejected.
The merger would create a 16-vessel dry cargo company with ambitions for further growth.
Teigen’s investment vehicle Kontrari will hold a near 69% stake in the merged company.
Sverre Tidemand will have a 9.9% stake in the merged company, with the Tidemand family and the other minority shareholders holding 21.2%.
The merger proposal will be the subject of a vote at an extraordinary shareholder’s meeting 26 October.
Belships managing director Ulrich Muller has an annual salary of NOK 2.9m. If the merger goes ahead, he is entitled to a NOK 2.9m bonus.
