Reference is made to the stock exchange notice made by Songa Bulk ASA (“
Songa” or the “
Company”) on 15 May 2018 regarding the agreement with Star Bulk Carriers Corp. (“
Star”) to sell all of Songa’s vessels to Star against a consideration of 13,688,000 shares of Star (the “
Consideration Shares”) and USD 144.55 million in cash (the “
Cash Consideration”) (the “
Transaction”). The Transaction was approved by Songa at a shareholders meeting held on 5 June 2018.
Delivery of the Consideration Shares to the Songa Shareholders is conditional upon such Songa Shareholder making representations and warranties to Songa and Star that such shareholder is, among other things, (i) not a US Person as defined in Regulation S of the Securities Act, or (ii) is an accredited investor as defined in Regulation D of the Securities Act, as set out in the attached letter (the “
Representations and Warranties Letter”).
Delivery of the Consideration Shares to the Songa Shareholders is conditional upon such Songa Shareholder making representations and warranties to Songa and Star that such shareholder is, among other things, (i) not a US Person as defined in Regulation S of the Securities Act, or (ii) is an accredited investor as defined in Regulation D of the Securities Act, as set out in the attached letter (the “Representations and Warranties Letter”).
A completed version of the Representations and Warranties Letter must be sent to
songa@clarksons.com as soon as possible and in any event no later than 6 July 2018 2018.
Press release dated 25 June 2018
Representation and Warranties Letter
Veiledning til “Representation and Warranties Letter” (Norwegian only)