Fred. Olsen & Co is to consolidate two of its publically listed holding companies by merging Ganger Rolf into Bonheur, which will retain its listing on the Oslo Stock Exchange.
Both companies are controlled and managed by Fred. Olsen & Co, and are involved in offshore drilling, renewable energy, shipping, offshore wind and cruise. Many of their investments to date have been made jointly.
Oslo-listed Bonheur currently controls 62.66% of the shares in Ganger Rolf, which in turn owns 20.7% of Bonheur.
Each Ganger Rolf shareholder will receive 0.8174 Bonheur shares for every one Ganger Rolf share, equivalent to 23.95% of the combined company. A joint merger plan is expected to be published on or around February 15.
Fred. Olsen-related companies Quatro, Invento and Trassey Shipping will remain the majority shareholders in the merged entity, with a combined 51.4% ownership of shares.
The merger terms have been based on the average of two proposed exchange ratios of 0.8186 and 0.8162, produced by independent auditors BDO and PricewaterhouseCoopers respectively, Fred. Olsen said.
Bonheur and Ganger Rolf shareholders will convene to approve the merger at extraordinary general meetings held in mid-March. If approval is granted, the transaction is expected to be completed by the end of May.
After the merger, Bonheur will have increased its direct ownership in Fred. Olsen Energy (FOE) from 25.96% to 51.92%, having acquired Ganger Rolf’s ownership in FOE.
The Oslo Stock Exchange has formally exempted Bonheur from its obligation to make a mandatory offer to purchase of the remaining FOE shares as the company’s new majority shareholder.