Following a dispute with KPMG Bergen on commercial matters, Oeanteam ASA (OSE trading symbol: "OTS"; hereinafter "Oceanteam" or the "Company") has suspended the services of its auditor KPMG Bergen followed by a disputed withdrawal of KPMG Bergen as auditor of the Company. Shortly after the Company released the announcement that it received a notice (the "Notice") from the Norwegian Register of Business Enterprises that the Company was requested to appoint and register a new auditor within four weeks as from 20 January 2018.
So far, various attempts of the management to restore the relationship with KPMG Bergen have not been successful and to date the Company has been unable to engage a replacement auditor. Due to the unbalanced, incorrect and biased reporting in the press surrounding the Company, incited by a small number of individuals; namely a consultant and two former employees of the Company and based on several discussions with potential auditing firms, the board of directors and management do not consider it possible to appoint an auditor for the Company within the deadline imposed by the Norwegian Register of Business Enterprises, which may result in a compulsory liquidation of the Company.
Further, it is the opinion of the board of directors and management that in case of a liquidation of the Company this liquidation will entail significant unnecessary value destruction for its shareholders, creditors, bondholders, employees and other stakeholders, as it is highly unlikely that a forced liquidation of the Company conducted by the court, will yield proceeds that are sufficient to cover all of its outstanding debt.
To avoid this undue situation and ensure the preservation of the value of the Company, the board of directors has resolved to carry out a merger of the Company with its wholly owned Dutch subsidiary - Oceanteam II BV.
This merger would be conducted as a cross boarder merger with Oceanteam II BV as the surviving entity in the merger, and hence a re-domiciliation of the Company to the Netherlands. The Dutch auditor acting for Oceanteam II BV would then become the auditor for the entire group whilst effectuating consolidation of the group and considerable cost savings, and at the same time, safeguarding and ensuring the Company's future for potential growth and success.
If concluded by the board, the merger proposal will be put to vote for the shareholders at an extraordinary general meeting as soon as practicably possible.
The merger will be carried out in such a way that the shareholders of Oceanteam ASA receive shares in Oceanteam II BV (to be converted to an NV, similar to a Norwegian public limited liability company (ASA) on a one-for-one share basis, i.e. that the ownership structure of the merged company will be the same as is the case for Oceanteam ASA.
The merged company will have a corporate governance structure suitable for a Dutch NV with due consideration of the interest of minority shareholders and all other stakeholders. However, the Company anticipates that the merger will be associated with a de-listing from the Oslo Stock Exchange, as the merged company is not expected to be able to satisfy the listing requirements going forward. The board will, however, evaluate whether an alternative listing can be sought in the Netherlands.