Today, A.P. Møller – Mærsk A/S (APMM) has entered into an agreement to sell the shares in Maersk Tankers A/S (Maersk Tankers) to APMH Invest A/S (APMHI) for USD USD 1.17 billion on a debt and cash-free basis (Enterprise Value).
APMHI is a 100% owned subsidiary of A.P. Møller Holding A/S who is the controlling shareholder of APMM.
The purchase price will be adjusted in two scenarios:
– if the tanker markets improve based on a fleet value accretion (Purchase Price Adjustment). The adjustment is capped at USD 200 mill., can be exercised once and expires 31st December 2019.
– if APMHI sells on vessels at a higher price than the purchase price and higher than an agreed hurdle rate (On-sale Adjustment). The On-sale Adjustment expires 30th June 2019 or if the Purchase Price Adjustment is called whichever is the earliest.
APMM has been informed that APMHI is planning to subsequently establish an ownership consortium for Maersk Tankers’ fleet with Mitsui & Co. Ltd. This syndication will not generate an On-sale Adjustment.
Maersk Tankers will continue trading as “Maersk Tankers” and will continue using the APMM seven-pointed star-logo as part of its brand.
As the transaction is between related parties, fairness opinions have been obtained from Morgan Stanley & Co. Int. Plc. and DNB Bank ASA. The conclusions from these fairness opinions confirm that the transaction value including the agreed price adjustment mechanism is fair from a financial point of view. The APMM Management has recommended and the independent board members have agreed, both based on the conclusions of the fairness opinions, to sell Maersk Tankers at the agreed terms and conditions.
Closing is expected to take place early October 2017. Closing of the transaction is not subject to merger control approvals.
Proceeds from the disposal will be used by APMM to reduce debt. The accounting impact of the transaction will be immaterial. Because of the transaction Maersk Tankers will be classified as held-for-sale and discontinued operations in the Interim Report Q3 2017 for APMM. The transaction has no impact on APMM’s financial guidance for 2017.
Maersk said the new owner will establish an ownership consortium for Maersk Tankers’ fleet with Mitsui & Co. and other potential partners, but that A.P. Moller Holding will remain the majority shareholder.
The move comes as part of the company’s shift to container shipping, ports and logistics.
Søren Skou, Maersk CEO, commented, “Maersk Tankers has served A.P. Moller – Maersk well for almost a century, building an industry-leading position within the product tanker market. As former CEO of Maersk Tankers for more than 10 years, I recognise the importance of having an owner with a long-term market view in this industry, and this is why I am pleased that Maersk Tankers can continue to build on its strong name and position under A.P. Moller Holding.”
“In determining the best future ownership for Maersk Tankers, it has been imperative for us to assure a financially solid owner with industry insight and a long-term view on the inherent cyclical nature of the tanker industry. This will secure that Maersk Tankers can continue to take advantage of market opportunities, as well as uphold the capabilities and the organisation on which Maersk Tankers global leading market position is built,” added Claus V. Hemmingsen, Vice CEO of A.P. Moller – Maersk and CEO of the Energy division.