Fincantieri in another push to make Vard private

Italy’s Fincantieri has not given up on its intention to delist Vard, an offshore vessel construction specialist, and take it private.

The Italian conglomerate said on Monday that its subsidiary Fincantieri Oil & Gas had proposed to Vard to file for voluntary delisting from the Singapore Exchange, to which, according to Fincantieri, Vard said yes.

The delisting needs to be approved by the Singapore Exchange as well as the majority of at least 75 percent Vard shareholders. Also, the delisting will not pass if ten percent of shareholders vote against.

According to Fincantieri, if the delisting is approved, Fincantieri O&G will make an exit offer for all the issued ordinary shares in Vard it doesn’t currently own

Fincantieri O&G will offer the shareholders of Vard SGD 0.25 in cash for each Vard for a maximum SGD 60,943,572.50 (approx. EUR 38,500,000 at the current exchange rate) in case of full acceptance.

This Fincantieri’s first attempt to take over Vard, and take it private. The company’s last year’s bid fell short, after some shareholders rejected the previous $0.24 offer.

Fincantieri O&G now holds 936,225,710 shares in Vard, equal to around 79.34 percent of Vard’s total issued share capital.

In a joint statement issued on Monday, the two companies said that the proposed exit offer of S$0.25  represents a clean cash exit opportunity for shareholders – without incurring any brokerage and other trading costs – to realize their entire investment in the shares above the latest announced NTA value of the shares as of the third quarter ended 30 September 2017.

The two companies said that similar opportunity otherwise may not be available due to the low trading liquidity and low free float of the shares.

Furthermore, Fincantieri has said that, if the full takeover takes place, it intends for Vard to continue its existing business activities.

There are no plans to introduce any major changes to the business of Vard or the operations of any of its subsidiaries, re-deploy any of the fixed assets of Vard or discontinue the employment of any of the existing employees of Vard and/or its subsidiaries, other than in the ordinary
course of business, Fincantieri said.

However, it said it would retain “the flexibility at any time to consider any options or opportunities in relation to Vard which may present themselves and which the offeror [Fincantieri] may regard to be in the best interests of Vard.”