The offer, which is still subject to a due diligence audit is planned to be for NOK 5.60 per TTS share.
Austrian-based Palfinger intends to make the takeover bid through its subsidiary Palfinger Marine GmbH, in agreement with the Board of Directors of TTS, and with its recommendation to accept.
“Together with the acquisition of Harding [the lifesaving equipment supplier Herkules Harding Holding], this acquisition would place Palfinger Marine among the global top three ship equipment suppliers. In the future, we want to be a one-stop shop, internationally offering all maritime customer industries competitive products and services. With a staff of approximately 3,000 employees in 22 countries and revenue of more than EUR 600 million, Palfinger Marine would contribute around one-third to the revenue of the Palfinger Group from 2017 onwards, hence becoming the Palfinger Group’s strong second mainstay,” said Herbert Ortner, CEO of Palfinger AG.
The parties aim to have the transaction completed in Q4, or in early 2017 at the latest. Palfinger said the deal had the support of approximately 67% of TTS Group shareholders, “among them TTS’s largest shareholder group, the Skeie family, which holds approx. 32% of the shares”. Palfinger wants 90% acceptance for the deal to proceed, and plans to disclose its formal offer document in four weeks, with a further four week offer period. The acquisition will be financed through loans, “hybrid capital” and new promissory notes.
“After careful consideration of the terms and conditions of the Offer, the Board of Directors has unanimously resolved to recommend that shareholders of TTS Group ASA accept the Offer” TTS said in a statement. “The Board of Directors has based its recommendation on an assessment of factors the Board has deemed relevant in relation to the Offer, including, but not limited to its assumptions regarding TTS Group ASA's business and financials, strategic alternatives available for TTS Group ASA as well as different shareholder issues, including the fact that shareholders representing 66.3% of the shares in TTS Group ASA on a fully diluted basis already has pre-accepted the Offer.”
“TTS has clear ambition to grow through the development of a wider range of products and product packages within the deck- and cargo handling equipment to the various vessel segments. Joining Palfinger Marine, and potentially also Harding, will give large synergies and create a solid platform for the planned growth.” said Toril Eidesvik, CEO of TTS Group.