Kistefos A.S. completed the acquisition of Western Bulk Chartering AS from Western Bulk ASA (OB:WBULK).
The transaction is conditional upon approval from Western Bulk bondholders. A shareholder meeting to approve the sale of WB Chartering will be held by Western Bulk on or about February 3, 2016. In order to rectify non-compliance with statutory procedural rules, the shareholders will be invited to a subsequent extraordinary general meeting on or about February 24, 2016, confirming the resolution to approve the transaction as soon as possible. Kistefos AS has undertaken to vote in favour of the transaction at such extraordinary general meetings.
On February 1, 2016, Kistefos AS has informed Western Bulk ASA that it intends to offer the existing shareholders of Western Bulk ASA to acquire a pro rata portion of the Western Bulk Chartering Group. Completion of the transaction is pending that the bondholders representing 2/3 majority of the bondholders' meeting having in writing undertaken to meet and vote all of its bonds in favour of the necessary amendments to the Bond Issue. The Transaction was further conditional upon approval from Western Bulk ASA's extraordinary general meeting on February 3, 2016, which was granted. Completion shall take place as soon as practically possible and at the latest the day after the mentioned conditions have been met. Western Bulk ASA will receive $10 million of the cash consideration at completion, and the remaining part, $6 million on March 2, 2016. Pending completion of the transaction, Western Bulk ASA and its subsidiaries in the shipholding division has decided to hold all payments to all creditors.
A shareholder meeting to approve the sale of WB Chartering to purchaser was held by Western Bulk on February 3, 2016. On February 3, 2016, Western Bulk has now received undertakings from bondholders representing more than 2/3 majority of the bondholders' meeting that they will vote in favour of the necessary amendments to the Bond Issue. The purchaser has therefore lifted its completion conditions and the transfer of the shares in WB Chartering is expected to be completed on or about February 8, 2016. Following the transfer of the shares, WB Chartering will be an independently operating entity wholly controlled by Kistefos AS. Pareto Securities acted as financial advisor for Western Bulk ASA. The conversion has been using oanda.com as on February 1, 2016.
As of February 26, 2016, Creditors requested a legal injunction regarding sale and they required the reversal of the transaction. Kistefos A.S. believed that the claims are unfounded.
Kistefos A.S. completed the acquisition of Western Bulk Chartering AS from Western Bulk ASA (OB:WBULK) on February 8, 2016.