Ardmore Shipping Corporation confirmed that on June 19, 2020 it received an unsolicited acquisition proposal from Hafnia Limited (“Hafnia” OSE ticker code “HAFNIA”) to acquire all of the outstanding shares of Ardmore in an all-stock transaction. Under the terms of Hafnia’s proposal, each Ardmore share would be exchanged for 2.4 shares of Hafnia common stock (“the proposed exchange ratio”).
Ardmore’s Board of Directors thoroughly reviewed the proposal, including consulting with independent legal and financial advisors, and unanimously determined that the proposal was highly opportunistic, substantially undervalued Ardmore and its future prospects, and did not constitute a basis for engaging in discussions with Hafnia. In making its determination, the Ardmore Board considered, among other things, that:
The proposed exchange ratio implied an offer price to Ardmore shareholders of $3.87 per share, which represented a discount of approximately 18% to the Ardmore share price on June 19, 2020 and a discount of more than 28% to the volume weighted average share price of Ardmore over the 30 days prior to the proposal.
The proposed exchange ratio was materially below the implied exchange ratio of the closing share prices of each company on June 19, 2020 of 2.925. It was also materially below the implied exchange ratios between the two companies of 3.346 when looking at the volume weighted average share price for each company for the 30 days prior to the proposal.
Ardmore has a proven track record of executing on its strategic priorities and financial objectives. Since its founding ten years ago, Ardmore has developed into a best-in-class owner and operator of MR (medium-range) product and chemical tankers, with industry-leading corporate governance, prudent capital allocation, and an operating platform with TCE (time-charter equivalent) performance, operating expenses, corporate overhead, and finance costs on par with much larger competitors. As one of the few truly independent public tanker companies, Ardmore is focused on delivering significant value to its shareholders.
Ardmore owns and operates a fleet of MR product and chemical tankers ranging from 25,000 to 50,000 deadweight tonnes. Ardmore provides seaborne transportation of petroleum products and chemicals worldwide to oil majors, national oil companies, oil and chemical traders, and chemical companies, with its modern, fuel-efficient fleet of mid-size tankers.
Ardmore’s core strategy is to continue to develop a modern, high-quality fleet of product and chemical tankers, build key long-term commercial relationships and maintain its cost advantage in assets, operations and overhead, while creating synergies and economies of scale as the Company grows. Ardmore provides its services to customers through voyage charters, commercial pools, and time charters, and enjoys close working relationships with key commercial and technical management partners.
Source: Ardmore Shipping Corporation