A disputed takeover that has divided one of Norway’s most prominent shipping families has resulted in a mandatory offer to acquire all of Belships' outstanding shares.
The offer, which will be launched in the next four weeks, was prompted by a decision of the Oslo Stock Exchange Appeals Committee last Thursday.
Shareholders will subsequently receive a mandatory offer of NOK 7.00 per share from Kontrari and Kontrazi, entities controlled by investor and shipowner Frode Teigen.
Frode Teigen's company Kontrari last year acquired a 30.2% stake in Belships at NOK 7 per share from Sverre Tidemand’s vehicle Sonata, which led to the merger of Belships and Teigen's Lighthouse.
In doing so, Sonata rejected an offer for all of Belships’ outstanding shares at a price of NOK 5.50 each from Tidships, a company through which Sverre’s brother Otto, as well as Otto's daughters Kristin and Caroline Tidemand, own a 10.6% stake in the Oslo-listed company.
Tidships subsequently filed a protest with the Oslo Bors in September, stating the deal should have triggered a voluntary offering from Kontrari to all other shareholders at the offer price.
The appeal was rejected three times by the Oslo Stock Exchange before the former resolutions were repealed on Thursday.
The Tidships-led consortium argued that Sonata gained around 28% in added value through the Kontrari transaction, which excluded the remaining shareholders.
Equal treatment of shareholders is one of the three founding considerations that justifies exception of mandatory offers during a merger, Tidships argued.
“Even if Oslo Stock Exchange three times has stated the opposite, it is still illegal to discriminate between shareholders in listed companies,” Kristin Tidemand told TradeWinds.
“It is essential that the Oslo Stock Exchange in the future prevents this kind of discrimination between shareholders in listed companies.”
Caroline Tidemand told TradeWinds the family is looking forward to receiving the offer for their Belships shares.
The family said the matter has called into question the Oslo Stock Exchange’s handling of this case as a supervisory authority, and said the deal was structured deliberately to bypass regulations for mandatory offers.
“This case shows that Oslo Stock Exchange has trusted the three financial and legal advisors that constructed this up-stirring...operation," she said.
"Oslo Stock Exchange went so far that they pre-approved this transaction, well knowing that they did not have all the information,” Caroline said.
In a statement on Friday, Belships called the Appeals Committee's decision "surprising in view of the preceding decisions and statements made by the Oslo Stock Exchange in this matter" but said it would not be appealing further.
"At the same time, Kontrari and Kontrazi would like to emphasise that the offer will not affect the strategy to maintain and further develop Belships as a strong and ambitious shipowning company with continued listing of its shares on the Oslo Stock Exchange," the statement said.
Belships' chief executive had no further comment.
A representative for the Oslo Stock Exchange did not immediately return TradeWinds' request for comment.
Correction
A photo caption in the print edition of 8 March incorrectly identified Belships principal shareholder Sverre Tidemand as the father of Caroline and Kristen. Tidemand is their uncle. TradeWinds apologises for the error.
