Due Diligence Completed for the integration of Thrane & Thrane and Nera

Monday, November 12, 2001
Due diligence completed for the integration of Thrane & Thrane A/S and Nera ASA satellite activities and revised forecast for the current financial yearOn Monday, August 20, 2001 Thrane & Thrane A/S announced that it had signed an agreement with Nera ASA to acquire the shares in Nera’s wholly-owned subsidiaries Nera SatCom AS and Nera WBA Satellite AS.

Since that announcement, Thrane & Thrane and Nera have worked on completing the integration of the two companies’ satellite activities. The companies’ efforts focused on conducting the due diligence process, which has now been completed to the satisfaction of both parties.After completing the due diligence process, the parties have agreed to change the contents of the agreement, and Thrane & Thrane and Nera therefore signed an agreement. Thrane & Thrane will acquire Nera SatCom, comprising all Nera’s mobile satellite activities, effective October 1, 2001. The acquisition also includes Nera SatCom’s wholly-owned subsidiaries Nera GmbH of Germany and Nera HK Ltd. of Hong Kong, and Nera SatCom’s shares in the associated companies Neratek AS of Norway (45% ownership) and Beijing Nera Stentofon Communications Ltd. (36% ownership).

As consideration, Thrane & Thrane will pay DKK 285.0 million in cash and issue a subordinate convertible bond in the nominal amount of DKK 215.7 million. The subordinate bond has a maturity of five years and carries interest at an annual rate of 4% for the first three years and 9% thereafter. Thrane & Thrane may redeem the bond after three years. During the term of the bond, Nera is entitled to convert the bond into 2,157,000 shares, equal to an ownership interest of 32.0% following a capital increase. Nera and Thrane & Thrane will set up a new joint company, Broadband AS, which will include Nera’s satellite-based broadband activities. The new company will on January 1, 2002 have a capital base of NOK 45.0 million. Nera will contribute NOK 30.0 million and Thrane & Thrane will contribute NOK 15.0 million, giving Nera 67% ownership and Thrane & Thrane 33%. Nera and Thrane & Thrane will enter into a shareholders’ agreement in respect of Broadband, which will govern the ownership structure. It is intended that Nera and Thrane & Thrane will each appoint two members to the Board of Directors of Broadband. Nera will be entitled to appoint the Chairman of the Board, who will have a casting vote. Thrane & Thrane’s Board of Directors has approved the transaction, which means that it now depends on a statement from Nera’s corporate committee, approval by Nera’s corporate assembly, approval by the shareholders at an extraordinary general meeting of Thrane & Thrane, and approval by the relevant national authorities.

Maritime Today


The Maritime Industry's original and most viewed E-News Service

Maritime Reporter July 2016 Digital Edition
FREE Maritime Reporter Subscription
Latest Maritime News    rss feeds

Contracts

Asia Dry Bulk-Capesize Steady as Owners Spurn Low Rates

Owners anchoring ships rather than fix at low rates. W. Australia-China capesize rates hit over two-month low. Freight rates for large capesize dry cargo ships

India Buys 4 P-8I Maritime Planes

India has inked a deal with the US defence and aerospace giant Boeing to procure four more Poseidon-8I (P-8I) long-range surveillance and anti-submarine warfare

Technip Bags Woodside's Subsea Contract

Technip has been awarded a large(1) subsea contract by Woodside to support the development of the Greater Enfield Project offshore Western Australia, at a water

Finance

Dynagas 2Q Results Upbeat

The financial results of Greece-based Dynagas LNG Partners LP (DLNG) for Q2 beat Wall Street expectations.    The average estimate of three analysts surveyed

Safe Bulkers Reports Q2 Loss, Expands Fleet

The Athens, Greece-based Safe Bulkers Inc. (SB) has reported a loss of $9 million in its second quarter.  It had a loss of 15 cents per share.   Net revenue for Q2 of 2016 decreased by 18% to $26.

GasLog Reports Higher Profit in 2Q16

GasLog Partners LP has released its financial results for 2Q16, boasting a profit of US$17.38 million – 38% higher than in 2Q15. Its demand outlook for LNG carriers

 
 
Maritime Contracts Maritime Security Naval Architecture Navigation Pipelines Pod Propulsion Salvage Ship Repair Ship Simulators Shipbuilding / Vessel Construction
rss | archive | history | articles | privacy | contributors | top maritime news | about us | copyright | maritime magazines
maritime security news | shipbuilding news | maritime industry | shipping news | maritime reporting | workboats news | ship design | maritime business

Time taken: 0.0871 sec (11 req/sec)