Monaco-based tanker owner Scorpio Tankers revealed it has entered into definitive agreements to merge with Marshall Islands-incorporated petroleum products shipping company Navig8 Product Tankers and acquire Navig8’s 27 operating vessels.
Under the agreements, Scorpio will acquire four LR1 tankers prior to the closing of the merger. The remaining 23 ships will be acquired upon the closing of the merger in exchange for the issuance of 55 million shares of Scorpio common stock to the Navig8 shareholders.
The fleet of 27 eco-design product tankers is comprised of 15 LR2s and 12 LR1s with a weighted average age of 0.9 years and a total carrying capacity of approximately 2.6 million dwt.
In connection with the LR1 vessel acquisitions, Scorpio said it will pay cash consideration of USD 42.2 million, which is net of assumed debt. This cash is expected to remain with Navig8 through closing and will form part of the balance sheet of the combined company, subject to the terms and conditions of the merger agreement.
What is more, Scorpio has launched an underwritten public offering of up to USD 200 million of its shares of common stock. Scorpio also intends to grant the underwriters a 30-day option to purchase up to USD 30 million additional shares of its common stock. Scorpio Services Holding Limited, a related party of Scorpio, is interested in purchasing at least USD 20 million of Scorpio’s common stock in the offering, according to the company.
As disclosed, the net proceeds of the offering are expected to be used to provide cash to further strengthen Scorpio’s balance sheet and enhance liquidity, for the payment of costs related to the merger, to fund the purchase price of the LR1 vessel acquisitions, and the remainder, if any, for general corporate purposes.
Based on Scorpio’s closing price on May 22, 2017, the consideration reflects a total equity value for Navig8 of approximately USD 228.8 million and a total enterprise value of approximately USD 1.1 billion, including the assumption of debt.
The merger has been unanimously approved by the board of directors of Scorpio as well as by the board of directors of Navig8.
The completion of the merger, which is expected to close in the second or third quarter of this year, is subject to the completion of the offering and relevant conditions, Scorpio said.
Following the completion of the merger which would provide Scorpio with “substantial economies of scale”, the company’s operating fleet will consist of 105 owned or finance leased tankers with a weighted average age of approximately 1.9 years, and 19 time or bareboat chartered-in tankers.
In addition, Scorpio has six newbuilding MR product tankers under construction which are slated for delivery throughout the remainder of 2017 and first quarter of 2018. Scorpio has also entered into an agreement to sell two MR product tankers, which is expected to close in June 2017.