Dubai firm United Arab Chemical Carriers (UACC) has entered into a definitive merger agreement to be acquired by United Overseas Group (UOG), a company controlled by Peter Georgiopoulos and Leonidas Vrondissis
UACC, which controls a fleet of 20 vessels comprising nine IMO2/3 chemical tankers, two LR1 and nine MR tankers, has agreed to a takeover by UOG.
Peter Georgiopoulos is well known in the shipping industry and enjoyed a high-profile public image in New York, having founded several shipping companies including NYSE-listed General Maritime, Gener8 Maritime and Genco Shipping & Trading.
Leo Vrondissis has worked with Peter Georgiopoulos at many of these companies and was chief financial officer of Gener8 Maritime when it was acquired by Euronav in 2018.
It is estimated that the combined value of public market and private transactions conducted by Peter Georgiopoulos and Leonidas Vrondissis is around US$20Bn.
The deal between UOG and UACC is somewhat complex due to the requirements of company ownership in the Dubai International Finance Centre (DIFC) where UACC is registered. The transaction is described as a reverse triangular merger, and will be the first such merger under the Companies Law of the DIFC.
A subsidiary of UOG will merge with and into UACC, with UACC continuing as the survivor company and a company established in the DIFC.
Each current shareholder of UACC will cease to hold shares in the survivor company, but will be entitled to receive its pro rata portion of the merger consideration pursuant to the terms and conditions of the merger agreement.
The transaction is conditioned on, among other things, receipt of shareholder and regulatory approval and is expected to close in Q1 2021.
UACC is advised by Deloitte Corporate Finance Advisory Limited as financial advisor and White & Case LLP as legal counsel.
UOG and its affiliates are advised by AXIA Ventures Group as financial advisor and Kramer Levin Naftalis & Frankel and Watson Farley & Williams as legal counsel. UOG will be financed by Entrust Global’s Blue Ocean Funds, which is being represented by Morgan Lewis Bockius and Stephenson Harwood as legal counsel.
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