The Singapore Exchange Limited (SGX) and The Baltic Exchange Limited have announced that they have agreed on the terms for a recommended offer by SGX for the entire issued share capital of the Baltic Exchange (Proposed Acquisition).
The announcement follows a period of extensive consultation with Baltic Exchange shareholders and other stakeholders.
As previously announced, under the terms of the proposed acquisition, Baltic Exchange shareholders will be entitled to receive US$211.56 in cash (the Cash Price) for each Baltic Exchange Share and $25.45 in cash (the Special Dividend) per Baltic Exchange Share as a final dividend.
In aggregate, the Cash Price and the Special Dividend value Baltic Exchange’s entire issued ordinary share capital at approximately $114.7 million.
It is intended that the proposed acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Completion of the proposed acquisition is expected to occur towards the end of November, 2016, subject to achieving the necessary shareholder, regulatory and Court approvals before that time.
Guy Campbell, Chairman of the Baltic Exchange, said: “The proposed acquisition will accelerate the growth and development of the Baltic Exchange beyond what it could achieve on its own.
“Already a trusted business partner, SGX has committed to retaining the Baltic’s ethos as a membership organisation, retaining our London headquarters and further consolidating the Baltic’s value, influence and reach within the global shipping community.
“Following extensive consultations with stakeholders, over the past few months, the board believes that SGX’s offer is in the best interests of Baltic Exchange Shareholders, members, panellists, employees and of the broader London maritime hub, from where it will continue to be based.”