LONDON (Alliance News) - Pan European Terminals PLC said Wednesday it has agreed to a takeover offer from Belphar Ltd, a company owned by private equity investor and corporate financier Khofiz Shakhidi, after several months of courtship.
In a joint statement, the companies said they have agreed a deal that values Pan European Terminals at about GBP23.4 million. Under the terms of the recommended offer, Pan European Terminals shareholders will receive 22 pence for every share they hold.
The agreed price is the same as an earlier offer from Belphar that Pan European Terminals rejected late last year. However, since then political tension between Russia and Ukraine has put pressure on the relations between Western companies and their Russian counterparts and has increased business risk. Pan European Terminals has operations in the Russian enclave of Kaliningrad.
Meanwhile, a legal dispute between Pan European Terminals and its partner for the Rosbunker oil transhipment terminal in Kaliningrad has not been resolved.
Shares in Pan European Terminals, which operates hydrocarbon refined-product storage and trans-shipment terminals, jumped by more than a third to 20.35 pence in wake of the news Wednesday.
Belphar already owns 31.8 million Pan European Terminals shares, representing about 29.9% of its existing share capital.
Overall, Belphar has received acceptances of it offer representing some 42.1 million Pan European Terminals shares, representing a further 39.6% stake in the company, giving it 69.5% control.
Acceptances have been received from Pan European Terminals Chief Executive and Interim Executive Chairman Simon Escott over 4.9 million shares, representing a 4.6% stake in the company. In addition, Pan's company secretary, Mark Gilchrist, has given the nod to the deal in respect of his 2.61% stake. Certain institutional shareholders have also give irrevocable undertakings to accept the offer, and together represent another 32.36% of Pan's shares.
The undertakings will cease to be binding if a competing offer valuing the shares at equal to or in excess of 25 pence.
"This offer provides a certain cash exit at a premium to the recent market share price, and we welcome the opportunities that will be afforded to the company by joining a group with experience and knowledge of working in the FSU," Chairman Escott said in a statement.
"Importantly, we believe that this transaction will bring immediate and long-term benefits to the company's customers and will provide a stable and well-capitalised future for Pan and its employees, allowing the company to continue to pursue its planned growth strategy," Escott added.
A deal has been on and off the table for several months, with Pan European Terminals rejecting a 22 pence-a-share offer in November 2013.
On November 15, Belphar had said it no longer intended to proceed with its offer.
By Samuel Agini; samagini@alliancenews.com; @samuelagini
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