International tanker owner and operator Hafnia BW group, the parent firm of Hafnia Bunker Services, on Monday (6 July) said it has made a merger proposal to New York listed Ardmore Shipping Corp in an all-stock transaction. 

Hafnia said it sent a letter to the chairman of the board of directors of Ardmore on 19 June outlining its proposal and inviting the Ardmore Board to engage in a discussion regarding a transaction that would benefit the shareholders of both companies.

Ardmore informed Hafnia that the Ardmore Board had rejected its proposal two weeks later, it said.

Though Ardmore indicated in its response that the Ardmore Board has conducted a thorough review, to date there was no substantive follow-up discussion or negotiations between Ardmore and Hafnia or its respective advisors, noted Hafnia. 

Hafnia said it is disappointed by Ardmore’s response and continues to believe that its proposal is in the best interests of Ardmore’s shareholders. 

“A centerpiece of our business plan is our focus on creating shareholder value,” read the company statement. 

“We believe that large and well-capitalized shipping companies can be more cost-competitive in operations and financing, better equipped to make the necessary environmental investments to meet new regulations, and better able to provide public shareholders with scale and liquidity.

“By optimizing for these benefits, we are confident that the combined company would provide significantly higher value for Ardmore and Hafnia shareholders in both the short- and the long-term.”

Hafnia shared that its proposal to Ardmore included: 

• Demonstrable synergies and economies of scale to drive profits and improve value for customers. Hafnia has a weighted average funding margin of 170 bps over LIBOR and G&A costs at $843 per operating day, combined with leading commercial results, and expects synergies of $15-20 million per year from a combination.
• A net asset value (“NAV”)-to-NAV transaction valuing Ardmore’s shares at NAV, which implies a premium of approximately 70% to Ardmore’s trading price on June 12, 2020 (based on publicly available information).
•  Control of approximately 17.9% of the combined entity, which would be a global industry leader in the oil product tanker market, with a controlled fleet of 210 vessels.
• A company with a combined NAV of approximately $1.5 billion and significantly improved market cap, with potential for greater liquidity and dividend capacity for its shareholders. Hafnia paid a quarterly dividend for Q1 2020 of $38.5 million equivalent to an annualized dividend yield of approximately 24%.
• Ownership of shares that are dual-listed on the New York Stock Exchange and Oslo Stock Exchange (“Oslo Bors”). 

While no discussions between Hafnia and Ardmore are ongoing, Hafnia commented that this information is shared for market transparency and it remains open to consolidation discussions in the future.

Photo credit: Hafnia BW Group
Published: 7 July, 2020