The merger between I.M. Skaugen ASA and Skaugen PetroTrans ASA will become legally effective from 18 February 1997.
I.M. Skaugen ASA will be registered in the Corporate Register midnight 17 February 1997, upon dissolution of I.M. Skaugen ASA (IMS) and Skaugen PetroTrans ASA (SPT). Out of the total merger compensation, 80% will be settled through issues of 6.642.556 new shares and the remaining 20%, a total of NOK 173 mill., will be paid out as a cash compensation. The merger compensation will be allotted to the shareholders registered in the Norwegian Registry of Securities as shareholders in IMS and SPT as per closing of the Oslo Stock Exchange 17 February 1997.
The merger compensation, agreed at the Companies’ Extraordinary General Meetings on 11 December 1996, is (on a 100% basis) equal to:
· NOK 3,87 per IMS share
· NOK 2,00 per SPT share
The final number of shares in IMS and SPT to be exchanged for 1 share in I.M. Skaugen ASA are (decimals 'rounded off' ):
· 33 IMS shares will give the right to 1 share in the merged company
· 64 SPT shares will give the right to 1 share in the merged company
All shareholders with insufficient number of shares to be exchanged for 1 share in I.M. Skaugen ASA will receive the entire merger compensation in cash. Fractional shares will not be distributed and will be exchanged for cash only.
The shareholders that receive part of the merger compensation through distribution of shares in the new company, will also be entitled to a cash compensation estimated to be:
· approx. NOK 0,76 per IMS share
· approx. NOK 0,39 per SPT share
The final settlement of the cash compensation will be dependant upon the total number of fractional shares that are entitled to the entire merger compensation in cash. This cannot be confirmed until 21 February 1997. Any variance from the figures stated above are expected to be insignificant.
The transactions of shares are normally registered with the Norwegian Registry of Securities 3 working days after the actual transaction day. Hence, the complete list of shareholders will not be available until 21 February 1997.
The shares of the existing IMS and SPT will not be traded on the Oslo Stock Exchange on 18 February 1997. The total assets, rights and liabilities of IMS and SPT are to be finally and conclusively transferred to I.M. Skaugen ASA as the acquiring company, at the expiry of the creditor notification period, midnight 17 February 1997. The Board of Directors is, however, not anticipating any creditor objections to the implementation of this merger.
The issued shares in the merged I.M. Skaugen ASA will be listed on the Oslo Stock Exchange and can be traded from 18 February 1997. The new ticker code will be 'SKA.'
For further information, please contact Hege Anfindsen , phone: 47 22 83 30 60. This press release and other information concerning I. M. Skaugen are also available on the Internet: http://www.huginonline.no/SKA/index_e.shtml