Sea Containers Ltd. passenger transport operator, marine container lessor and leisure industry investor, today announced that it has increased its shareholding in Silja Oyj Abp from 50 percent to 75.32 percent effective June 20, 2002 through the issue of 2,474,196 Sea Containers Class A common shares in payment for the Silja shares acquired. The increase in share capital is expected to be anti-dilutive.
On June 25, 2002 a Sea Containers subsidiary, Silja Holdings Ltd., announced that it had launched a tender offer
for the remaining shares in Silja Oyj Abp as well as for Silja’s outstanding Convertible Bonds which have a par value of Euro 55.5 million. The offer is Euro 2.25 for each common share and 92.4% of the par value of the bonds. It is not expected the bondholders will tender since they are likely to hold the bonds to redemption at par in 2004. The tender offer is scheduled to expire on August 26, 2002.
Sea Containers intends to delist Silja Oyj Abp from the stock exchanges where listed, regardless of the number of shares tendered. Once Silja Holdings owns 90% of Silja Oyj Abp’s common shares it will “squeeze out” all other shareholders as permitted under Finnish law.
James B Sherwood, President of Sea Containers and Chairman of Silja, said that this process of acquiring 100% of Silja was foreseen 3 years ago when the company acquired a 50% shareholding in Silja. It has taken these three years to put Silja on a solid profit footing. He said that Sea Containers will have invested about $170 million to acquire 100% of Silja and expected that it will earn at least 20% p.a. on this investment. He said the book value of Silja’s assets, Euro 465 million, is substantially less than fair market value.
“We have great plans for the expansion of Silja,” Mr. Sherwood said. A new much larger ro-pax ship is currently nearing completion of modifications in a Baltic shipyard and will enter service
on the Turku/Stockholm route in September, allowing the existing vessel to open a new freight service
on Tallinn-Helsinki. Silja’s cruise ship, Silja Opera, will commence cruises from Sweden and Finland to St. Petersburg after her current summer cruise program between Finland and Gotland is concluded. Silja’s winter cruise program employing the super cruise ferry Silja Europa between Turku and Kappelskar has been successful and will be continued. Its fast ferry services will likely be increased from 2003.
Sherwood indicated that while Silja’s debt of Euros 365 million will come onto the Sea Containers balance
sheet from June 30, 2002, Sea Containers’ shareholding in Orient-Express Hotels Ltd. was likely to reduce to below 50% later in the year and that company’s debt of $400 million estimated at June 30, 2002 would then drop out. Sea Containers does
not significantly guarantee either of these companies’ debt.