Norwegian investor Christen Sveaas has lashed out at Norwegian tycoon Kjell Inge R Kke over a recent refinancing deal by Norwegian offshore owner Solstad Offshore. Christen Sveaas' investment company Kistefos has requested an extraordinary general meeting to consider a lawsuit against the board of directors of Solstad Offshore, the chairman and managing director of Aker Capital, controlled by Kjell Inge R Kke, and American Shipping (AMSC).
It is reported that Solstad Offshore has announced a refinancing agreement with AKER, AMSC, DNB and EKSFIN for a refinancing agreement worth NOK 9.7 billion (about 8.).$79.5 billion) to provide loans. Subsequently, a new company called Solstad Newco was formed, which plans to raise a new share capital of NOK 4 billion, of which AKER will contribute at least 22NOK 500 million and provide 7NOK 500 million guarantee, while AMSC, led by Aker, will finance the ownership of the subsea construction vessel Norman Maximus in exchange for NOK 1 billion in new shares in Solstad Newco.
The transaction marks the joint acquisition of approximately 60% of the shares of Solstad Newco by AKER and the R Kke Group. Thirty-five of Solstad Offshore's 43 vessels will be transferred to the new company. The existing Solstad Offshore will retain approximately 27% ownership of the new company, while its existing shareholders (excluding AKER) will receive participation 7The subscription rights of the private placement of new shares of NOK 500 million are equivalent to approximately 136% of the shares.
Sveaas, Chairman of Kistefos, noted: "This is one of the craziest deals we have seen on the Oslo** Exchange. The restructuring plan involved serious discrimination against shareholders and the transfer of value to AKER at the expense of shareholders. According to Kistefos, the restructuring plan is contrary to good faith and ethics and is a clear violation of normal market practice. The head of the program must correct this. Kistefos wants to find a solution that treats all shareholders equally, and the current board's approach clearly fails to do so. ”
Currently, Kistefos directly and indirectly holds nearly 162% shares, and hopes that other shareholders will consider filing a lawsuit for compensation against the person in charge of the restructuring plan. The company alleges that AKER and AMSC will increase their stake in Solstad Offshore from 229% to at least 653%, while Solstad Newco is the ultimate vesting of Solstad Offshore's largest asset.
Kistefos said that given Aker's current stake in Solstad Offshore, other shareholders should have had the opportunity to subscribe for 77 of the NOK 4 billion in the offering, in accordance with the principle of equal treatment1% stake instead of 136% and noted that AKER will also take full control of Solstad Offshore's current largest asset by electing all board members of the new company.
Bengt Rem, CEO of Kistefos, said: "AKER will triple its shareholding and upside potential at the expense of Solstad Offshore and other shareholders. We believe that this is a serious breach of the management and the Board's duty to properly manage Solstad's assets, to look after all interests of the Company and to treat shareholders equally. At the same time, we have not received any explanation as to why Aker chose to refinance the debt behind the scenes. Kistefos and other major shareholders have repeatedly sought to contribute to the refinancing solution, but have been flatly rejected. ”
Kistefos stressed that Solstad Offshore, which has 50% ownership of seven Multipurpose Work Vessels (AHTS) and Construction Support Vessels (CSVs) and the Normand Installer, "appears to be deprived of the most important part of its business and has not been provided with satisfactory compensation", a move that will have a significant negative impact on the company's business and the market, in addition to transferring value to Aker.
Other minority shareholders, including Bjarte BR NMO, have also reacted to Solstad's plans. BR NMO reported to the Norwegian Financial Supervisory Authority (Finanstilsynet) earlier this year that complaints about Solstad Offshore's refinancing plan would only benefit R Kke-owned AKER Group.
Previously, Solstad Offshore had given its entire fleet of Platform Vessels (PSV) to U.S. offshore vessel owner Tidewater, in a transaction valued at approximately 5$800 million, marking Solstad Offshore's complete exit from the platform ** ship field. In the future, Solstad Offshore will focus on the AHTS and CSV segments.