19 December 2024: Reference is made to the announcement by Philly Shipyard ASA
(XOAX: PHLY)("PHLY" or the "Company") on 20 June 2024 regarding the signing of a
share purchase agreement (the "SPA") with Hanwha, for the sale of Philly
Shipyard, Inc. ("PSI"), the sole operating subsidiary of PHLY (the
"Transaction"). The Transaction was successfully completed today. The internal
loan from PSI to PHLY was settled as part of closing and the agreed purchase
price of USD 100 million was not subject to any reduction or adjustments.
"We are pleased to successfully close the transaction with Hanwha, a significant
milestone for the yard and its shareholders. While the board will continue its
assessment of strategic options for the Company, the board's priority is to
arrange for a significant distribution of proceeds to its shareholders while
ensuring PHLY's obligations under the SPA are fully accounted for," said
Kristian Røkke, Chairman of the Company.
As previously announced, the Company's board of directors has since the signing
of the SPA worked on defining the Company's future strategy and structure
following completion of the Transaction, including use of proceeds from the
sale. The board of directors intends to propose that a significant amount of the
net proceeds from the Transaction is distributed to PHLY shareholders. Such
distribution will take into account the Company's need for certain working
capital, as well as USD 10 million of the proceeds that the Company is obligated
to maintain in an escrow account related to certain potential liabilities of the
Company under the SPA for a period of up to four years following closing of the
Transaction. The Company will make an announcement once the board has made a
final resolution with respect to the proposed distribution and call for an
extraordinary general meeting, expected during Q1 2025. The board of directors
will in parallel continue its work on defining the Company's future strategy and
structure following completion of the Transaction, including a potential
liquidation of the Company, subject to satisfaction of relevant contingent
liabilities under the SPA. The Company will revert with an update once the board
has concluded in this respect.
Advokatfirmaet BAHR AS and Faegre Drinker Biddle & Reath LLP are acting as legal
advisors to PHLY.
Contacts
Jeffrey Theisen, Chief Financial Officer
Tel: +1 215-875-2610
E-mail: Jeffrey.Theisen@phillyshipyard.com
About Philly Shipyard ASA
Philly Shipyard ASA is listed on the Oslo Stock Exchange (XOAX: PHLY) and is
majority-owned by Aker Capital AS, which in turn is wholly-owned by Aker ASA
(Aker). Aker is an industrial investment company that exercises active ownership
to create value. Aker has ownership interests in oil and gas, renewable energy
and green technologies, maritime assets, marine biotechnology and industrial
software, and its portfolio includes companies like Aker BP, Aker Horizons, Aker
BioMarine, Cognite, and Aker Solutions.
For more information, visit the Company's new website www.phillyshipyardasa.com.
About Hanwha Systems
Hanwha Systems is the representative company of the Republic of Korea ranging
with world-class companies in various business areas based on avionics and
space, security and safety, and information systems service. Hanwha Systems has
Defense Division and ICT Division with customer value being the top priority.
About Hanwha Ocean
Hanwha Ocean is a globally renowned maritime and shipbuilding company with 50+
years of shipbuilding experience, including a wide range of naval ships that
include submarines, warships other naval support vessels, as well as commercial
vessels, such as LNG Carriers and Very Large Crude Oil Carriers. Hanwha Ocean's
Okpo shipyard is the second largest and one of the most efficient shipyards in
the world.
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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 Kelly Whitaker, Vice President,
Sustainability and Communications, Philly Shipyard, Inc., on 19 December 2024 at
22:15 CET.
IMPORTANT INFORMATION
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.
This communication contains forward-looking statements. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and other statements, which are not statements of
historical facts. Forward-looking statements are generally identified by the
words "expects", "anticipates", "believes", "intends", "estimates", "plans",
"will be" and similar expressions. You are cautioned that forward-looking
information and statements are subject to various risks and uncertainties, many
of which are difficult to predict and generally beyond the control of PHLY, and
that could cause actual results and developments to differ materially from those
expressed in, or implied or projected by, the forward-looking information and
statements contained herein. The forward-looking statements in this
communication speak only as of the date hereof and, other than as may be
required by applicable law, PHLY does not undertake any obligation to update or
revise any forward-looking information or statements.