Hanwha to Acquire Philly Shipyard
Philly Shipyard ASA (PHLY) has entered into a share purchase agreement with Hanwha Systems and Hanwha Ocean for the acquisition of Philly Shipyard, Inc. (PSI). The transaction will see PHLY selling all its business operations for a cash consideration of USD 100 million. The deal is subject to customary conditions, including approval by CFIUS and other regulatory bodies, with expected closure in Q4 2024. The board has approved the transaction based on a fairness opinion from Arctic Securities. If cost overruns exceed USD 100 million in PSI's current projects, the purchase price will be adjusted downwards accordingly. The board will define the company's future strategy and use of proceeds post-transaction.
- PHLY will receive USD 100 million in cash, enhancing liquidity.
- The board has obtained a fairness opinion confirming the transaction is financially fair.
- Hanwha, a global leader in shipbuilding, acquiring PHLY may bring strategic benefits.
- The transaction is subject to regulatory approvals, including CFIUS, which could delay or derail the deal.
- Cost overruns beyond USD 100 million in current PSI projects could reduce the purchase price.
PHILADELPHIA, PA / ACCESSWIRE / June 20, 2024 / 20 June 2024: Philly Shipyard ASA (XOAX:PHLY) ("PHLY" or the "Company") has entered into a share purchase agreement (the "SPA") with both Hanwha Systems and Hanwha Ocean (together "Hanwha"), for the purchase of Philly Shipyard, Inc. ("PSI"), the sole operating subsidiary of PHLY (the "Transaction"). The Transaction will result in the Company selling all of its business against receiving a cash consideration of USD 100 million (the "Purchase Price").
"After two decades of stewardship, it is with great honor that we transition the ownership from Aker to Hanwha. Recognized as a global leader, Hanwha brings a wealth of sophisticated shipbuilding experience that will enable Philly Shipyard to realize a grander vision for its employees and customers. Reflecting on the past 17 years, I am personally grateful for the opportunity to have worked side by side with the people of Philly Shipyard and eagerly anticipate witnessing the shipyard's continued growth and success in the future." said Kristian Røkke, Chairman of Philly Shipyard ASA.
The Transaction is subject to the satisfaction of certain customary conditions, including approval by CFIUS (Committee of Foreign Investments in the US) and other regulatory approvals being obtained as well as no material adverse event having occurred in relation to PSI. Subject to satisfaction of all closing conditions, the parties expect that the Transaction will close during Q4 2024.
The Company's board of directors have obtained a fairness opinion from Arctic Securities, concluding that the Transaction, from a financial perspective, is fair to PHLY. On this basis, the Company's board of directors have approved the Transaction.
In the event of cost overruns in excess of USD 100 million in current projects undertaken by PSI compared to the company's current estimates, the parties have agreed principles to reduce the payable Purchase Price at closing. Except for certain transaction costs, the Purchase Price is not subject to any other adjustments.
The Company's board of directors will work on defining the Company's future strategy and structure following completion of the Transaction, including alternatives for use of proceeds.
Advokatfirmaet BAHR AS and Faegre Drinker Biddle & Reath LLP are acting as legal advisors to PHLY.
Contacts
Media and investor contact:
Kelly Whitaker, Vice President of Sustainability and Communications
Tel: +1 215-875-2640
Email: Kelly.Whitaker@phillyshipyard.com
About Philly Shipyard
Philly Shipyard, Inc. (PSI) is a leading U.S. shipbuilder that is presently pursuing a mix of commercial and government work. It possesses a state-of-the-art shipbuilding facility and has earned a reputation as a preferred provider of oceangoing merchant vessels with a track record of delivering quality ships, having delivered around
For more information about Philly Shipyard, please visit www.phillyshipyard.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.
SOURCE: Philly Shipyard ASA
View the original press release on accesswire.com
FAQ
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