By Lisa Kerner
Charlotte, N.C., July 31 - MC Shipping Inc. agreed to be acquired by a Bear Stearns Merchant Banking affiliate for $14.25 per share. The all-cash transaction is valued at about $284 million including debt.
The per-share price is a 19.6% premium over MC Shipping stock's closing price on July 27 and a 21.6% premium over the average closing price for the last 60 trading days.
MC Shipping's principal shareholders Navalmar Transportes Maritimos LDA and Weco-Rederi Holding A/S, together owning about 53% of the company's common stock, are selling their shares to Bear Stearns for the same $14.25-per-share consideration.
DnB NOR Markets, Inc. issued a fairness opinion and MC Shipping's board of directors approved the transaction.
MC Shipping shareholders are urged to adopt the merger agreement at a special meeting to be held on Sept. 5. At least two-thirds of the shares present and voting are required to approve the deal. The merger is expected to close immediately following shareholder approval.
The merger agreement includes a 35-day go-shop period as well as a termination fee of $7.75 million payable to Bear Stearns.
DnB NOR Markets and Milbank, Tweed, Hadley & McCloy LLP advised MC Shipping. Bear Stearns was advised by HSBC Securities (USA) Inc., Poten Capital Services, LLC and Weil, Gotshal & Manges LLP.
MC Shipping is a shipping company focused on maritime transportation of liquefied petroleum gas. The company is based in Monaco with an office in London.
Bear Stearns Merchant Banking is the private equity affiliate of the Bear Stearns Cos. Inc.
| Acquirer: | Bear Stearns Merchant Banking
|
| Target: | MC Shipping Inc.
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| Transaction total: | $284 million
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| Price per share: | $14.25
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| Termination fee: | $7.75 million
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| Announcement date: | July 30
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| Expected closing: | Sept. 5
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| Stock price for target: | AMEX: MCX: $13.99 on July 30
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