SYLVAN LAKE, AB, Aug. 8, 2014 /CNW/ - SSP Offshore Inc. (the "Corporation") today announced that it has entered into a definitive purchase and sale agreement (the "PSA") with Jurong Shipyard Pte. Ltd. (the "Acquirer") that provides for the sale of substantially all of the assets of the Corporation and each of the Corporation's three operating subsidiaries (the "Asset Sale Transaction").
Completion of the Asset Sale Transaction is subject to the satisfaction of a number of conditions, including the receipt of requisite shareholder and stock exchange approvals, and satisfaction of certain other closing conditions that are customary for a transaction of this nature. The Asset Sale Transaction requires approval by not less than 66⅔% of the votes cast by the Corporation's shareholders, voting in person or by proxy, at the Corporation's upcoming annual and special meeting of the Corporation's shareholders which is currently expected to be held on or about September 9, 2014 (the "Meeting").
A brief summary of the key terms of the PSA (a copy of which will be filed on SEDAR) are as follows:
- The purchase price for all of the business assets of the Corporation and its subsidiaries is set at twenty-one million dollars U.S. ($21,000,000 U.S.);
- Pending approval of the Asset Sale Transaction at the Meeting and satisfaction of all conditions to closing set forth in the PSA, closing is scheduled to occur on or about September 10, 2014;
- The Corporation will be responsible for the discharge of all of the liabilities and obligations associated with its business and the business of each subsidiary of the SSP Group up to the time of closing other than liabilities specifically assumed by the Acquirer in the PSA;
- The Corporation is responsible for ensuring payment of all of the costs associated with the termination of various existing commercial relationships to which it is a counterparty;
- The Corporation has made normal-course representations and warranties, including warranties associated with corporate authority, ownership of intellectual property, the absence of claims and contingencies, and employee matters; 5% of the purchase price will be placed into a transaction escrow account at closing and released on the 9 month anniversary of the closing date provided that no claims have arisen against escrow during that period;
- The Acquirer will make offers of employment to all current employees of the SSP Group in accordance with applicable employment policies of the Acquirer;
- All of the individuals specified as "Designated Employees" in the PSA must accept employment with the Acquirer.
- Other major conditions to closing include the approval of the TSXV, the representations and warranties being correct at the time of closing and no material adverse change having occurred at the time of closing; and
- Each of the Corporation and the Acquirer will be responsible for the payment of their own transaction costs, including legal, accounting, tax and regulatory compliance costs.
In the event that the Asset Sale Transaction is ultimately approved and completed according to the terms of the PSA, the Corporation will not have any active business operations or assets other than cash. It is the current intention of the Corporation to go through a voluntary winding up, dissolution and de-listing process (the "Winding Up") contingent upon completion of the Asset Sale Transaction. In conjunction with the Winding Up, the Corporation intends to issue all net proceeds of the Asset Sale Transaction (after payment of all liabilities and obligations associated with the Asset Sale Transaction and the Winding Up) to shareholders as distributions in the form of reductions of paid-up-capital in one or more installments. The Winding Up is subject to requisite shareholder approval by not less than 66⅔% of the votes cast by the Corporation's shareholders, voting in person or by proxy, at the Meeting.
There are many unknown variables that cannot be accurately predicted at this time, along with known items that are difficult to quantify, that will significantly impact the ultimate amount of the distributions payable to shareholders of SSP in the event that the Asset Sale Transaction is completed, and the distributions to shareholders of the Corporation may ultimately be materially lower than the amount currently anticipated. However, based on the best available information at the current time, it is anticipated that the cumulative distributions to be paid to shareholders subsequent to completion of the Asset Sale Transaction are likely to be in the range of approximately $0.21 US per common share.
There are many risk factors associated with the completion of the Asset Sale Transaction and the amount and timing of distributions payable to shareholders of the Corporation subject to successful completion thereof.
Details of the Asset Sale Transaction and the Winding Up and the risk, processes and procedures associated therewith, and subsequent to completion thereof, will be disclosed in greater detail in the information circular of the Corporation (the "Circular") for the Meeting which the Corporation currently anticipates will be filed on SEDAR and mailed to the shareholders of the Corporation on August 14, 2014.
The financial advisor of the Corporation in identifying, negotiating and securing the Asset Sale Transaction has been Sundt Offshore AS of Oslo, Norway. Sundt Offshore AS is a boutique second-generation brokerage and financial advisor focused on the offshore maritime space and has served as exclusive financial advisor of the Corporation since February 2014.
ABOUT SSP OFFSHORE INC.
SSP Offshore is a public company listed under the symbol "SSZ" on the TSX Venture Exchange. SSP Offshore is actively commercializing its proprietary SSP® FPSO platform design in multiple formats for FPSO, deepwater drilling and logistics hub applications. For more information, visit the company's website at www.sspoffshore.com.
FORWARD-LOOKING STATEMENTS DISCLOSURE
Certain information provided in this press release constitutes forward-looking statements and information within the meaning of applicable securities laws. Specifically, and without limitation, this press release contains forward-looking statements and information relating to: the anticipated benefits of the Asset Sale Transaction and the Winding Up to the Corporation and the Corporation's shareholders including anticipated timing and results from the Asset Sale Transaction and the Winding Up, the anticipated timing of the mailing of the Circular; the anticipated timing for the holding of the Meeting and the anticipated timing for the closing of the Asset Sale Transaction and completion of the processes related to the Winding Up.
In respect of the forward-looking statements and information set out in this press release, the Corporation has provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the time required to prepare and mail securityholder meeting materials, including the required Circular; the ability of the Corporation to receive, in a timely manner, the necessary securityholder, stock exchange and other third party approvals and the ability of the Corporation to satisfy, in a timely manner, the other conditions to the closing of the Asset Sale Transaction. The anticipated dates provided may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary securityholder, stock exchange or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Asset Sale Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include risks and uncertainties inherent in the nature of the Asset Sale Transaction including the failure of the Corporation to obtain necessary securityholder, stock exchange and other third party approvals, or to otherwise satisfy the conditions to the Asset Sale Transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the Corporation to otherwise satisfy the conditions to the Asset Sale Transaction, may result in the Asset Sale Transaction and the Winding Up not being completed on the proposed terms, or at all.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE: SSP Offshore Inc.
For further information: L. Daniel Wilson, President, at (403) 358-1110 (phone); or via email at [email protected]