More details of the merger of two big names in Norwegian OSV circles have been revealed. REM Offshore and Solship Invest 1, a unit of Solstad Offshore, will merge together.
The merger will be completed as a statutory triangular merger, whereby Solship Invest will be the surviving company. Solstad, in which Norwegian industraliast Kjell Inge Røkke became the major shareholder, in June is now at the heart of OSV consolidation in the Scandinavian country.
Solstad will in connection with the merger create a new set of class B shares which will have the same economic rights as the ordinary shares in Solstad Offshore, the latter of which will be renamed class A shares, but with 1/10th vote.
“It is Solstad’s intention that the new class B shares can be an instrument for further consolidation in the industry,” Solstad said in a release today.
As merger consideration, REM’s shareholders will receive new Solstad offshore class B shares.
Åge Remøy and his related companies will receive up to 6m Solstad Offshore class A shares for the first NOK75m in REM shares subscribed by them in REM’s NOK150m directed share issue.
It is a condition from Remøy’s side that his current controlling position in REM is reflected by a significant voting interest in Solstad after the merger.
“The principal shareholders of Solstad have agreed to this and look forward to having Åge Remøy as a key industrial shareholder,” Solstad said in the release.
Extraordinary general shareholders meetings have been convened at REM and Solstad for October 10 to push through the merger with a view to completing the process by the end of November.