Bergen Group ASA Updates on Sale of Shipbuilding Division to JSC Zaliv Shipyard's CALEXCO S.a.r.l.
Bergen Group ASA announced that it entered into a share sale and purchase agreement (SPA) with CALEXCO S.a.r.l. on July 19, 2013. Calexco is under common control with JSC Zaliv Shipyard. Under the SPA, Calexco will acquire 51% of shares of Bergen Group Development AS (the Company), a wholly-owned subsidiary of Bergen Group, for an agreed purchase price of USD 18,220,000. The Company is per July 24, 2013 a newly incorporated shelf company with no activities. On closing Bergen Group and Calexco will contribute in total NOK 50,000,000 in equity in the Company. As part of transaction Calexco will provide Bergen Group with a working capital facility of up to USD 18,220,000. Bergen Group may draw on the facility, as of date of the SPA, subject to certain milestones being achieved. Any amounts drawn under the facility will be set off against the purchase price. Any remaining amount will be paid in cash. Closing is envisaged to take place by the end of 2013. Ongoing projects will not be transferred to the Company and will remain in current contracting entities. As a result of transaction Bergen Group will received the purchase price and will continue as 49%-shareholder of the Company. Bergen Group will have a put option for 24% of shares in the Company and a put option for its remaining shares in the Company. Calexco will have a call option related to Bergen Group's shares in the Company.
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