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Battle for NCL
heats up
Carnival Corporation today confirmed that it has indicated to
Kristian Siem, chairman of NCLHolding ASA, that if the board
can deliver a controlling interest in NCL, Carnival is willing
to pay NOK 40 per share subject to customary terms and closing
conditions including clearance of Hart-Scott-Rodino.
According to Howard Frank, vice chairman
and chief operating officer of Carnival Corporation, Siem has
indicated that, based on the facts as they exist today, he would
recommend acceptance of the Carnival offer to the NCL board.
"If we are successful, we believe that the transaction,
which represents a 19% increase to the enterprise value of our
previous bid, is still attractive and in Carnival's and NCL's
best interest,'' Frank said.
In December last year, Carnival made an
uninvited NOK 30 a share offer for NCL. Howver, it let its tender
offer expire on December 22, after news that Singapore-listed
Star Cruises, which is making a NOK 35 per share offer, had acquired
a substantial holding in NCL.
Star is believed to hold just short of
50% of NCL's stock, but earlier this week came news that the
NCL board was seeking a mandate to issue 120 million new shares
at a price of at least NOK 35 crowns per share, the company said
in a statement to the Oslo bourse.
With NCL's share price heading higher,
several insiders have exercised options as follows:
| |
No. of shares |
Price |
| Lamarr Cooler,
Ex.VP/CFO |
221,940 |
NOK 23.89 |
| Svenn Dahl, Ex.
VP Cruise Operations |
201,940 |
NOK 23.84 |
| David Gubbay,
Ex. VP Corporate Project |
150,000 |
NOK 21,15 |
| Robert Kritzman,
Senior VP General Counsel |
208,100 |
NOK 23.85 |
| Art Sbarsky, Ex.
VP Markt. & Sales |
147,000 |
NOK 27.41 |
| Brian Stevenson, Ex. VP Corp.
Develop. |
125,000
|
NOK
20.69 |
BT
Shipping sheds old panamax tankers
BT Shipping Limited reportedly expects to enter into an agreement
to sell its four oldest Panamax Tankers to Sea Oil Shipping Ltd.
for $16.5 million en -bloc. The vessels to be included in the
include the BT Nimrod (built 1978). The transaction is likely
to be completed within the first quarter. BT Shipping will give
Sea Oil a 25%
Sellers´ Credit, which is repayable over four years and
have a second priority mortgage on the vessels and their income.
Part of the proceeds from the sale will be utilized to repay
the $11.4 million outstandingmortgage debt on the vessels.
Ugland
to sell vehicle carrier interests
Ugland International Holdings plc (UIH) is to sell its vehicle
carrier operations to its joint venture partner, Leif Höegh&
Co. ASA (LHC). Ugland's vehicle carrier interests comprise its
ownership of 50 per cent. of HUAL AS ("HUAL"), and
50 per cent. of Joint Vessels Limited ("JVL") and its
fleet of seven vehicle carrier vessels .
In consideration for the sale to it of
the HUAL Interests, LHC will pay a cash sum of $238 million for
the 50 per cent. of HUAL and the 50 per cent. of JVL it does
not already own, together with UIH's seven vehicle carrier vessels.
LHC will also assume UIH's share, currently amounting to approximately
$64 million, of the net debt in JVL.
In addition, LHC will assume the majority
of UIH's obligations in relation to two car carrier new buildings
in respect of which UIH has signed bareboat charters, each of
which runs for an initial term of six years from delivery. Under
these arrangements LHC will time charter from UIH each vessel
at a daily rate of $18,000 for similar periods to those of UIH's
bareboat charters. The net present value of the charter obligations
being assumed by LHC is approximately $87 million. UIH will continue
to charter these vessels under existing financing arrangements.
Ugland says it has long held the view
that the development of HUAL and its value to its shareholders
has been held back by joint ownership and that HUAL's interests
would be better served by it having a single owner. From early
1999, Ugland and Höegh have explored the possibility of
Uglandselling the HUAL Interests to Höegh or, alternatively,
Höegh selling its vehicle carrier interests to Ugland.
However, during the course of these negotiations, Ugland's share
price fell to a level which, by the end of November 1999 meant
that, in the opinion of the Ugland board, it would not have been
in the interests of shareholders to raise the equity necessary
to proceed with a possible purchase of Höegh's vehicle carrier
interests.
On December 3, 1999 a final proposal from
Höegh to purchase the Ugland's HUAL interests was rejected
by the board and the formal negotiations were terminated.
Andreas O. Ugland, Ugland's non-executive
chairman, informed the board that, following the termination
of the negotiations he entered into a conditional agreement
to purchase the 17,144,420 ordinary shares in Ugland owned by
Saltchuk Resources, Inc. ("Saltchuk"), representing
approximately 12.8 per cent. of UIH's issued share capital, at
a price of 63 pence per share (the "Saltchuk Shares").Ugland
director Michael D. Garveyhas a majority holding in Saltchuk
.
Under the articles of association of Ugland
International Holdings plc , Andreas O. Ugland's deal with Saltchuk,
when completed, would require him to make an offer for the remaining
share capital of UIH. The agreement with Saltchuk is conditional
on Andreas O. Ugland raising the finance necessary to make such
an offer.
Soon after the announcement of the Saltchuk
agreement , Lohit Limited, an investment vehicle controlled by
Mr Leif Höegh acquired in the market a significant shareholding
in UIH. The current holding of Lohit Limited and entities associated
with it is thought to amounts to approximately 12.3 per cent.
of UIH's issued share capital.
Subsequent to these purchases, LHC initiated
new discussions which led to a price being agreed for the sale
by UIH of the HUAL Interests to LHC on the terms announced today.
These terms represent a significant improvement on the proposal
which was rejected on 3 December 1999.
UIH is obliged, under the terms of the
agreements governing the HUAL partnership, to offer its assets
in that partnership firstly to LHC, thus precluding their sale
(without LHC's approval) to a third party. The Company has evaluated
the joint venture with LHC against the background of this restriction
and in the light of the current trading noted above. The board
considers that the agreement reached with LHC represents a better
option for the company than continuing with the present arrangements.
The proposed sale of the HUAL Interests,
when completed, will result in the disposal of UIH's principal
business and will result in the company having substantial net
cash balances. In the light of the potential offer from Andreas
O. Ugland referred to in the appendix, the independent directors
of the Company have not yet formally considered the application
of the sale proceeds. In the event of such an offer being made,
the independent directors will consider its merits, and make
their views known to shareholders thereafter.
Litton
Ingalls, Lucent announce agreement to develop high-tech apps
for the US Navy
Litton Ingalls Shipbuilding, a division of Litton Industries
and Lucent Technologies
yesterday announced an agreement to develop "breakthrough
communications technology applications" for U.S.
Navy ships. Under the agreement, Ingalls will provide expertise
in robotics, advanced ship design and production, and design
and fabrication using advanced materials. Lucent will provide
expertise in communications and data networking, as well as wireless,
optical and Internet technologies.
"Our goal is to work with Ingalls
to create 'smart ships,'" said Jim O'Neill, president of
Lucent's Government Solutions business. "Cutting-edge technologies
from Bell Labs are used routinely to solve the global communications
needs of corporations, but those same technologies also hold
great potential for shipboard use. They can be used to automate
ship systems, equipment and displays, and to provide the Navy
with ready access to information -- when and where it's needed."
"We're looking forward to providing
a showcase for high-tech solutions that improve a ship's mission
capability," added Pat Keene, president of Litton Ingalls.
"Conditions at sea can present unusual demands on technology.
But we intend to use Ingalls' experience in design and manufacturing
to demonstrate that it is possible to routinely use leading-edge
technologies at sea. As the Navy moves to 'Knowledge-Centric'
technology, Ingalls will be ready."
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