CMA CGM S.A. (CMA CGM) satisfied on 9 June the acceptance condition in its all-cash voluntary conditional general offer (Offer) for Neptune Orient Lines Limited (NOL), after NOL’s majority shareholders (Temasek and its affiliates) tendered all of their shares in acceptance of the Offer. The Offer has therefore been declared to be wholly unconditional.
“We are supportive of this transaction as it presents NOL with an opportunity to join a leading player with an extensive global presence and solid operational track record. The combination of NOL and CMA CGM will create a leading shipping company that delivers reliable and efficient service to its customers,” said Temasek’s Joint Head, Portfolio Management Group, Mr Tan Chong Lee.
“Their complementary strengths will yield mutually beneficial results. We also note and welcome the commitment of CMA CGM to enhance Singapore’s position as a key maritime hub and grow Singapore’s container throughput volumes,” Mr Tan said.
CMA CGM currently owns approximately 78.07%** of all NOL shares, and does not intend to preserve the listing status of NOL.
Further to the Offer Implementation Agreement, this change in control results in a change in the composition of NOL’s Board of Directors. Consequently, a reconstituted Board of Directors, comprising ten members, has been appointed with effect from 9 June. The members of the reconstituted Board of Directors are Mr. Rodolphe Saadé (Chairman), Mr. Nicolas Sartini, Mr. Lars Kastrup, Mr. Serge Corbel, Mr. Ziad Tabet, Mrs. Mathilde Lemoine, Mr. Ng Yat Chung, Mr. Kwa Chong Seng, Mr. Quek See Tiat and Mr. Tan Puay Chiang.
CMA CGM is offering NOL shareholders the Offer Price of SGD 1.30 per NOL share in cash. CMA CGM does not intend to increase the Offer Price.
This Offer provides NOL shareholders with an opportunity to realise their investment in NOL at a 49% premium to NOL’s unaffected share price on 16th July 2015*** and a 33% premium to NOL’s 3-month volume-weighted average share price prior to 16th July 2015.
NOL shareholders who have already validly accepted the Offer will be paid the Offer Price of SGD1.30 per NOL share within 7 business days from 9 June. NOL shareholders who accept the Offer after 9 June but before the Closing Date will also be paid SGD1.30 per NOL share within 7 business days after the date of receipt of their valid acceptance.
Full details of the Offer are set out in the Composite Document dated 6 June 2016, which has been despatched to NOL’s shareholders.
Acceptance of the Offer must be received no later than 5:30 p.m. (Singapore time) on 18 July 2016 or such later date(s) as may be announced from time to time by or on behalf of CMA CGM.