PRM’s Board Gives a Green Light to Take Over Thaioil Marine

Prima Marine Public Company Limited (PRM) announced according to the Board of Directors’ Meeting held on 22 December 2020 that has passed the resolution to approve that Phurich Marine Company Limited,a 99.99% owned subsidiary of the company, entered into the Share Purchase Agreement with Thai Oil Public Company Limited (TOP) to acquire all ordinary  shares of Thaioil Marine Company Limited at the preliminary purchase price of 346.50 million Baht. 

 

The preliminary purchase price may change depending on the cash and debt of Thaioil Marine Company Limited and TOP Maritime Service Company Limited as of the closing date and other terms and conditions under the Share Purchase Agreement. 

 

Phurich Marine and  TOP has executed the share purchase price as of the closing date by calculated from the increasing of cash due to the dividend income and the disposition of all shares in Thaioil Marine International Pte.Ltd., a subsidiary of Thaioil Marine to the seller. 

 

The said cash received is used to repay the loan of Thaioil Marine and TOP Maritime Service in the amount of 330.82 million Baht under the loan repayment period during 31 August 2020 to 30 April 2021, resulting in the cash receiving remaining 237.37 million  Baht. In addition, there are deduction items as specified in  the Share Purchase Agreement  in  the  amount  of  56.17  millionBaht. As a result, the share purchase price of Thaioil Marine was increased by 512.02 million Baht. 

 

Therefore, the Board of Directors Meeting held on 20 April 2021 has passed the resolution to approve that Phurich Marine entered to acquire all ordinary shares in Thaioil Marine at the  purchase price as of the Closing Date not exceeding 900 million Baht. The purchaser and seller have agreed to fix the closing date of this transaction on 30 April 2021. When recomputes the transaction size based on the Net Tangible Asset (NTA) basis, which is the maximum value, the transaction size is 11.53% of the company’s Net Tangible Asset (NTA) value (the company’s net tangible asset value as of 31 December 2020 is 6,683.88million Baht).

 

In addition, the Board of Directors’ Meeting held on the same day has passed resolutions to approve that Protea Investments Group Limited, a wholly-owned subsidiary of the company, entered into the Time Charter Contract for 1 Very Large Crude Carrier (VLCC) with Nippon Yusen Kabushiki Kaisha (NYK) for 10 years. The total value of this leasing USD 51.86 million or equivalent to 1,628.56 million Baht (at the exchange rate of 31.403 Baht to USD 1 as of 19 April 2021).

 

Protea will enter into the Time Charter Contract with NYK on 30 April 2021 and will receive the vessel during the period of 1 May–31 August 2021. 

 

PRM expected this transaction to increase the company’s revenue from the service of Very Large Crude Carrier or VLCC (2), as well as the market share in International Trading Vessel.