AMSC ASA - Notice of Extraordinary General Meeting
Lysaker, September 12, 2023 - Reference is made to announcements made on August 22, 2023 regarding the signing by AMSC ASA and Project Merchant Acquisition LLC (the "PM Acquisition"), a newly-formed company owned and controlled by a fund managed by Maritime Partners, of a share purchase agreement for PM Acquisition's purchase of American Tanker Holding Company, Inc, a wholly-owned subsidiary of AMSC ASA (the "Transaction").
Completion of the Transaction is subject to the approval of the Transaction by the AMSC general meeting with no less than a 2/3 majority of the shares and the votes represented at the general meeting, which also is in line with the recommendation in section 14 of the Norwegian Code of Practice for Corporate Governance. The Board of Directors has resolved to convene an extraordinary general meeting to be held on Tuesday October 3, 2023 at 09:00 (CEST) as a virtual meeting to consider, inter alia, the Transaction. The calling notice for the general meeting, including the board's proposed resolutions, the unanimous recommendation of the board, a fairness opinion from Pareto Securities AS, a transaction presentation and a proxy form are attached to this stock exchange notice.
The meeting will be conducted as a virtual meeting only, accessible online via Lumi AGM. Attached to the notice is a guide for online participation. No pre-registration is needed for attending online, but attendees must be logged in before the meeting starts.
Pål Lothe Magnussen, +47 90 54 59 59, [email protected]
Established in 2005 and listed on the Euronext Oslo Stock Exchange (ticker AMSC), AMSC is a ship owning company with nine modern handy size product tankers, one modern handy size shuttle tanker and one subsea construction vessel on bareboat charters with various counterparties. AMSC has a significant contract backlog, as well as profit sharing agreements, which offers visibility with respect to future earnings and potential dividend capacity. Following completion of the Transaction, the only remaining vessel of the group will be the subsea construction vessel Normand Maximus, which is chartered to a single purpose subsidiary of Solstad Offshore ASA.
AMSC's ambition to pay attractive dividends to its shareholders remains after completion of the Transaction. Further information is available at www.amscasa.com.
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Leigh Jaros, Controller, AMSC ASA, on September 12, 2023 at 15:15 CET.
This communication is not an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities, or the solicitation of a proxy, in any jurisdiction in which, or to any person to whom, such offer, sale or solicitation is not authorized or would be unlawful.