LONDON, UK: Taylor Maritime Investments Limited (TMI) submitted a non-binding indicative offer proposal to acquire all of the issued ordinary shares in the capital of Grindrod Shipping (other than the 26% holding already owned by TMI and its subsidiaries).
The proposed transaction is expected to be effected by way of a takeover offer for cash, structured as a voluntary general offer governed by the Code and subject to the SEC Tender Offer Rules, for an aggregate value of US$26.00 per share, consisting of a cash purchase price of US$21.00 per share to be paid by TMI for each share tendered in conjunction with a special cash dividend from Grindrod of US$5.00 per share to its existing shareholders, resulting in each non-TMI Grindrod shareholder receiving US$26.00 in value per share for each share tendered.
TMI intends that the proposed transaction will be financed by a combination of some or all of the following: existing cash, debt and the special dividend from Grindrod Shipping referred to above.
Whether TMI ultimately proceeds with the Proposed Transaction is subject to certain pre-conditions being satisfied or, subject to applicable law and regulation, waived, including the satisfactory completion of confirmatory due diligence and finalisation of a mutually acceptable definitive legally binding agreement with Grindrod Shipping to effect the Proposed Transaction.
Proposed Transaction may also be subject to further conditions customary for a transaction of this nature, including conditions as to the level of acceptances and any required merger control clearances, as well as the necessary regulatory approvals in all relevant jurisdictions. In addition, the Proposed Transaction will be subject to the passing of certain resolutions by TMI shareholders as required by the listing rules of the UK Financial Conduct Authority. Accordingly, there can be no certainty that the Proposed Transaction will be implemented.
The Proposed Transaction represents an exciting opportunity to combine Grindrod’s operations with TMI to create a significant owner of Handysize up to Ultramax dry cargo ships. The complementary nature of the companies’ fleets and enhanced operational scale in the geared dry-bulk sector will create meaningful additional value for shareholders and customers that both companies serve.
TMI currently holds 4,925,023 Shares of Grindrod Shipping (representing approximately 26% of the 18,996,493 outstanding Shares) through Good Falkirk (MI) Limited, a Marshall Islands company and wholly-owned subsidiary of TMI.
Evercore and Rand Merchant Bank, a division of FirstRand Bank Limited, have been appointed as financial advisers to TMI in respect of the Proposed Transaction.