Saga Pure – Statement from the Company – Trading update
Reference is made to the ongoing mandatory offer made by Tycoon Industrier AS (the "Offeror") for all outstanding shares in Saga Pure ASA (the "Offer") ("Saga" or the "Company") not held by the Offeror, for a price of NOK 1.33 per Saga share (the "Offer Price").
The Norwegian Financial Supervisory Authority (the "NFSA") has, in its capacity as take-over authority of Norway, pursuant to Section 6-16 (4) of the Norwegian Securities Trading Act decided that the Company's statement pursuant to Section 6-16 of the Norwegian Securities Trading Act (the "Statement") shall be issued by the independent director Kristin Hellebust (the "Board Representative"). Consequently, neither Chairman Martin Nes, who is also managing director of the Offeror, nor board member Øystein Stray Spetalen, which is sole shareholder in the Offeror, has participated in the assessment of the Offer nor in the issue of the Statement.
The Board Representative has diligently reviewed the Offer and considered factors that the Board Representative deems material and relevant for the assessment of whether the Offer should be accepted by the shareholders of Saga, including the trading update set out below and an independent valuation prepared by Arctic Securities AS ("Arctic") (as recommended by the Norwegian Corporate Governance Code) (the "Fairness Opinion").
Recommendation from the Board Representative
The Board Representative notes that the Fairness Opinion concludes that the Offer is financially inadequate for the shareholders of Saga Pure. The Board Representative concurs with the findings of Arctic in the Fairness Opinion, and notes that the premium implied in the Offer Price is below the median premiums of 15-30% for recent voluntary cash offers in the Norwegian market, that the Offer Price implies a greater discount to NAV than what is typically observed for listed companies that are comparable with Saga, and that the Offer Price is at a ~25% discount to the Company's estimated NAV per share.
On the other hand, the Offer constitutes a liquidity event for the shareholders, giving an opportunity to sell shares at levels in line with the highest share price in the market during the last 12 months and at a premium to historical volume weighted average prices.
In conclusion, based on, inter alia, the above circumstances, including Arctic's assessment of the Offer from a financial point of view, it is the Board Representative's overall recommendation that shareholders should not accept the Offer.
Each shareholder of the Company should however independently and carefully consider whether or not to tender its Shares into the Offer in light of the factors set out herein, such shareholder's investment outlook, as well as other relevant information, including balancing the Offer Price and any impact of potential reduced future liquidity in the shares of the Company.
The full Statement from the Board and the Fairness Opinion are attached hereto.
Acceptances from primary insiders:
The Board Representative has been informed that Øystein Stray Spetalen does not intend to accept the Offer.
Further, none of the Chairman of the Board of Directors Martin Nes, CEO of the Company Espen Lundaas, and CFO of the Company Tore Jakob Berg, all of whom hold shares in the Company, have yet concluded whether or not to accept the Offer
Separate primary insider notifications will be disclosed in due course for primary insiders that accept the Offer.
Trading update
In the offer document for the Offer, the Offeror states that it considers that the shares of the Company traded at a discount compared to underlying values, as the net asset value per Saga Share on 31 December 2024 was NOK 1.79, while the Offer Price is NOK 1.33 per share.
The Board has been informed by the Company's management that the net asset value per Saga share as of the date hereof is approximately NOK 1.78.
For further information, please contact:
Espen Lundaas, CEO, +47 924 31 417
Tore Jakob Berg, CFO, +47 934 80 202
About Saga Pure | www.sagapure.com Saga Pure ASA is an investment company with a broad investment mandate.
This information is subject to the disclosure requirements pursuant to Section 5 -12 the Norwegian Securities Trading Act