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20.08.1999
Acquisition
Visma Marine acquires the majority shareholding in Marinor Shipping & Offshore Systems
The boards of Visma Marine ASA (Visma Marine) and Visma ASA (Visma) have today signed an agreement with shareholders in Marinor Shipping & Offshore Systems AS (Marinor) on the acquisition of 69% of the shares in Marinor by Visma Marine ASA, with a new issue of Visma Marine shares in settlement. The shares will be issued after the final restructuring of the Visma Group into divisions, expected to take place in November 1999. A prerequisite for finalizing the share acquisition is that, as part of the verification that lies ahead, no material matters of a negative nature are identified regarding financial and contractual conditions in the two respective companies.
Marinor is now a leading player in the segment for maritime maintenance systems, after substantial restructuring in the past year. During 1999 it has strengthened its position with a number of new contracts. Today, the company has 45 employees worldwide, with offices in Kristiansand and Oslo in Norway as well as Dubai and Singapore. Marinor expects to achieve sales of NOK 35 million in 1999.
For several years, Visma Marine and Marinor have been the foremost competitors in the global market for maritime maintenance systems, and joining forces will create a foundation for major benefits of coordination. The structure of the companies is complementary, so that a union will establish a unique position in maritime IT (the maritime maintenance market). Marketing of both companies' product range - RAST, EDIMAR and CREW - and both their organizations will continue with full vigour. This means that the existing and new customers of Vista and Marinor will enjoy the benefits of a wider product offering and a larger development environment.
The terms of the swap between Visma Marine and Marinor have been set at 6.9555 : 1. The ratio results from negotiations between the parties, where both groups have shared the view that the proposed transaction is right from an industry perspective. The swap terms may be adjusted if significant variance is identified during verification.
Visma ASA recently decided to reorganize into divisions to create a more rational structure in the Group. The process will also make it easier to take part in restructuring and consolidation in the IT industry. This means that Visma ASA will further reinforce its position in the maritime market through Visma Marine ASA, contributing to opportunities for increased growth. The parties and Visma ASA aim to work towards separating Visma Marine from Visma ASA by 31 August 2000, or towards a separate stock exchange listing that will provide liquidity in the shares that make up the payment.
The selling shareholders in Marinor have been given the right to convert the shares in Visma Marine that they receive in payment to shares in Visma ASA. This will take the form of a put option in the period from 1 January - 30 December 2000, based on a predefined conversion ratio of 1 Marinor share to 1.12895 Visma shares. The outstanding Marinor shares total 814,459. The put option lapses, however, three working days after any announcement that Visma ASA wishes to separate Visma Marine with its own stock-exchange listing.
The CEO of Visma ASA, �ystein Moan, states: Our objective has been to develop Visma Marine into the world's leading supplier of software for use on board ships. With a strong Norwegian shipping environment as our starting point, we are on the way to achieving this through the acquisition of Marinor.
For further information, please contact:
�ystein Moan, CEO of Visma ASA, +47 23 13 65 00
Tom Nysted, CEO of Marinor AS, +47 38 12 14 00
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