Norway-based Songa Bulk AS, an investment vehicle established to invest in dry bulk assets, has made an agreement to merge with company Axxis Geo Solutions (AGS).
Per deal, Songa Bulk will assume the assets, rights and obligations of the Houston-based AGS against issuance of shares in Songa Bulk to existing shareholders of AGS.
The exchange ratio in the Merger is based on an equity value of Songa Bulk of NOK 17.93 million, corresponding to a price per share of NOK 0.5, and an equity value of AGS of NOK 514.82 million, corresponding to a price per share of NOK 0.7.
The shareholders of AGS will receive 1.4 shares of Songa Bulk per one share in AGS, meaning that the shareholders of AGS upon completion of the Merger will receive a total of 1,029,636,885 shares in Songa Bulk, representing 96.6% of all issued shares in Songa Bulk immediately following completion of the Merger.
The consideration shares issued will be ordinary shares in Songa Bulk, and shall be equal to all other issued and outstanding shares in Songa Bulk. Further details regarding the valuations and the exchange ratio is included in the Merger Plan which will be attached to the notice for the extraordinary general meeting (EGM) Songa Bulk, expected to be held on or about 16 May 2019.
Following completion of the Merger, AGS will constitute 96.6% of the combined company, implying that the combined entity will for all practical reasons be transformed into a pure play ocean bottom node seismic company. Songa Bulk proposes to change its name to Axxis Geo Solutions ASA upon completion of the Merger.
The Merger Plan and the issuance of the consideration shares are subject to approval by the EGM with at least two-thirds majority of the votes cast and of the share capital represented at the EGM.
The completion of the Merger is also conditional upon satisfaction of a number of closing conditions, including but not limited to approval by the general meetings in Songa Bulk and AGS, necessary consents from third parties, continued listing of Songa Bulk on Oslo Axess and expiry of the creditor notice period without any creditor claims being made.
The completion of the Merger and the issuance of the consideration shares are expected to take place shortly after expiry of the creditor notice period in June 2019, subject to the abovementioned conditions being fulfilled.