Oceanteam, a Dutch Norwegian offshore service provider, is making plans for a cross border merger with its Dutch subsidiary and delisting from the Oslo Stock Exchange, following issues with its auditor in Norway and a fine from Oslo Stock Exchange.
Oceanteam on Wednesday summoned an extraordinary general meeting to be held on April 10.
The notice of the meeting arrived on the same day as the violation charge from Oslo Stock exchange related to breach of the company’s duty to disclose inside information to the market and other continuing obligations for stock exchange listed companies.
Oceanteam was reprimanded because the company, according to the exchange, did not publicly disclose inside information about the resignation by the company’s auditor in November 2017 sufficiently promptly and because the company did not have an audit committee over a long period of time as required by the stock exchange regulations.
Furthermore, the company violated the duty to provide requested information to the Oslo Stock Exchange within the deadlines set by the exchange, on several occasions.
In its notice to shareholders on Wednesday, Oceanteam said that as a result of the withdrawal of KPMG as the company’s auditor, a new auditor will be elected if the company is able to find an auditor that is willing to undertake the assignment.
The company is in negotiations with a potential auditor about the possibility for this company to undertake the assignment of the auditor.
Merger with Dutch unit
In addition, the board of directors of Oceanteam has resolved to propose to the general meeting that a cross border merger will be completed with the company as the assigning company and Oceanteam II BV (OT BV) as the assignee company. OT BV is a wholly owned subsidiary of the company, resident in the Netherlands.
The rationale behind the merger proposal is to solve the auditor situation of the company and the associated risk of a value destructive forced liquidation.
The merger will result in the company being liquidated for the merger with OT BV and that OT BV will assume all the assets, rights, and liabilities belonging to the company. The shareholders in the company will receive shares in OT BV as remuneration. The company will be deleted in the Norwegian Register of Enterprises when the merger enters into force.
OT BV will be converted into a Dutch NV, similar to a Norwegian ASA, in connection with the merger. The board proposes that the company’s shares are de-listed from the Oslo Stock Exchange in conjunction with the merger, however such that the shares may, if the board so resolves, be sought listed on an alternative market place.
Before the meeting, the boards of directors in Oceanteam and OT BV will prepare a joint merger plan.
The board proposal for a resolution by the general meeting for the approval of the merger plan, and the associated resolution for the company applying for a de-listing of its shares from the Oslo Stock Exchange, is being prepared and will be made available for the shareholders after the merger plan has been signed by the board of directors. The company expects this to take place by March 20, 2018.
Offshore Energy Today Staff