Philly Shipyard ASA (PHLY) has entered into a share purchase agreement (the SPA) with both Hanwha Systems and Hanwha Ocean (together Hanwha), for the purchase of Philly Shipyard, Inc. (PSI), the sole operating subsidiary of PHLY (the Transaction). The Transaction will result in the Company selling all of its business against receiving a cash consideration of US$100 million (the Purchase Price).
“After two decades of stewardship, it is with great honor that we transition the ownership from Aker to Hanwha. Recognized as a global leader, Hanwha brings a wealth of sophisticated shipbuilding experience that will enable Philly Shipyard to realize a grander vision for its employees and customers. Reflecting on the past 17 years, I am personally grateful for the opportunity to have worked side by side with the people of Philly Shipyard and eagerly anticipate witnessing the shipyard’s continued growth and success in the future,” said Kristian Røkke, Chairman of Philly Shipyard ASA.
The Transaction is subject to the satisfaction of certain customary conditions, including approval by CFIUS (Committee of Foreign Investments in the US) and other regulatory approvals being obtained as well as no material adverse event having occurred in relation to PSI. Subject to satisfaction of all closing conditions, the parties expect that the Transaction will close during Q4 2024.
The Company’s board of directors have obtained a fairness opinion from Arctic Securities, concluding that the Transaction, from a financial perspective, is fair to PHLY. On this basis, the Company’s board of directors have approved the Transaction.
In the event of cost overruns in excess of USD 100 million in current projects undertaken by PSI compared to the company’s current estimates, the parties have agreed on principles to reduce the payable Purchase Price at closing. Except for certain transaction costs, the Purchase Price is not subject to any other adjustments.
The Company’s board of directors will work on defining the Company’s future strategy and structure following completion of the Transaction, including alternatives for use of proceeds.
Advokatfirmaet BAHR AS and Faegre Drinker Biddle & Reath LLP are acting as legal advisors to PHLY.
