IMAREX ASA: Imarex enters into agreement to sell NOS Clearing
Thursday, 26 April 2012 | 00:00
Imarex ASA has entered into an agreement to sell its wholly owned subsidiary NOS Clearing ASA to Nasdaq OMX Stockholm AB ("Nasdaq OMX") for a cash consideration of approximately NOK 231 million. The agreement is subject to approval by Imarex´s General Meeting and consequently the General Meeting has been postponed from 3 May to 22 May 2012. Upon closing of the transaction Imarex will assess the capacity to distribute excess cash to the shareholders. Preliminary estimates indicate that Imarex may distribute a total of NOK 22 per share following a sale of NOS, including the already proposed NOK 8 per share. When escrow amounts are released in 2013, estimates indicate remaining values in the Imarex Group of around NOK 5-6 per share.
NOS Clearing (NOS) is the leading clearing house for the freight markets and a specialist clearing provider to the commodities and seafood markets. The sale is part of a two year process where Imarex has put significant efforts into a restructuring and thorough review of the company's strategic opportunities. The objective has been to realize value for the company´s shareholders. Through the sales of Nena in March 2011, Spectron Ltd. in May 2011, Kontali in April and now; NOS Clearing, Imarex has sold or agreed to sell companies with a total value around NOK 1.1 billion.
"We have managed to realize values to the benefit of our shareholders and at the same time found solutions for these companies that enables further development and provides exciting opportunities for the employees. Under the ownership of NASDAQ OMX, NOS Clearing will become part of an organization with growth ambitions and sufficient resources to support the company going forward", says Christian Due, chairman of Imarex.
"We are very pleased to complete this acquisition and to welcome a highly competent organization into the NASDAQ OMX family. Freight is a key part of the energy supply chain and fits NASDAQ OMX Commodities' strategy of global expansion within the energy space. Now a new era starts within NASDAQ OMX Commodities, as we broaden our product range with the clearing of seafood where we see a large global potential. This also allows us to leverage on our INET technology based integrated all asset classes trading platform." says Geir Reigstad, Senior Vice President, NASDAQ OMX Commodities.
Since the sale of Spectron in May 2011, NOS Clearing has constituted the major part of the Imarex Group. In 2011 Clearing accounted for more than 83 per cent of Imarex' total revenues (pro forma) of NOK 71.8 million. NOS was acquired by Imarex in 2006.
NOS Clearing established the world's first clearing solution for the power market and was also clearing house for Oslo Stock Exchange´s derivatives market from the start in the 90s until 2006. NOS has a dominant position within the market for clearing of freight derivatives and is a specialist clearing provider to the commodities markets such as iron ore, bunker fuel oil, and the joint Swedish/Norwegian market for El-certificates. The clearing house has more than 300 members. NOS is also the only clearing house offering services to the salmon derivatives market. In 2011 NOS launched a clearing service for OTC foreign exchange trading. This is the first such offering in Europe.
The transaction price is approximately NOK 231 million, with full settlement in cash upon completion of the transaction. NOS Clearing ASA had net equity at a stand-alone basis (excluding goodwill in the Group Accounts) of NOK 250 million at 31 December 2011 and cash and cash equivalents of NOK 258 million (net of accrued Group contribution). The sales proceeds will be adjusted with changes in net equity until closing and consequently the effect in Imarex' financial statements will be adjusted until the transaction date. There will be no payable tax from the transaction.
As part of the transaction, Imarex has agreed to retain NOK 24 million of the purchase price in escrow for 15 months following completion, when general warrants issued under the agreement lapse. Closing of the agreement is expected before summer 2012. Imarex has also retained GBP 3 million from the Spectron sale to cover tax warranties until the end of March 2013, leaving a total of around NOK 51 million on escrow until 2013.
Upon closing of the transaction Imarex will assess the capacity to distribute excess cash to the shareholders. Preliminary estimates indicate that Imarex may distribute a total of NOK 22 per share following a sale of NOS, including a repayment of NOK 8 per share already proposed for the Annual General Meeting to be held on 22 May. Assuming distribution of NOK 22 per share in 2012, estimates indicate remaining values in the Imarex Group of around NOK 5-6 per share (including cash in escrow). The Board of Directors of Imarex has in connection with the transaction decided to postpone the Company's Annual General Meeting from 3 May to 22 May 2012.
Following the sale of NOS Clearing Imarex remaining activities will be the holding of around 41 % of the shares in Fish Pool.
An information memorandum with more details of the transaction will be published within 20 working days after the agreement date.
ABG Sundal Collier is acting as financial advisor, BA-HR as legal advisor and Crux Kommunikasjon as IR/communications advisor to Imarex in connection with the transaction.
Source: Imarex ASA
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