Danish shipping giant Møller – Mærsk A/S (APMM) has entered into an agreement to sell the shares in Maersk Tankers A/S to APMH Invest A/S, a 100% owned subsidiary of A.P. Møller Holding A/S, for USD 1,17 billion on a debt and cash-free basis.
The deal is part of Maersk’s focus switch to container shipping, ports, and logistics. Maersk Tankers will continue trading as “Maersk Tankers” and will continue using the APMM seven-pointed star-logo as part of its brand.
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.
Maersk 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.
“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,” the company says in an official statement.
Closing is expected to take place early October 2017. 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 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,” stated Søren Skou, Maersk CEO.
Recently, the Danish company also sold its subsidiary Maersk Oil & Gas A/S to French energy company Total, which acquired 100% equity in a share and debt transaction.
