SALE OF PHILLY SHIPYARD COMPLETED

19 December 2024: Reference is made to the announcement by Philly Shipyard ASA (XOAX: PHLY)(“PHLY” or the “Company”) on 20 June 2024 regarding the signing of a share purchase agreement (the “SPA”) with Hanwha, for the sale of Philly Shipyard, Inc. (“PSI”), the sole operating subsidiary of PHLY (the “Transaction”). The Transaction was successfully completed today. The internal loan from PSI to PHLY was settled as part of closing and the agreed purchase price of USD 100 million was not subject to any reduction or adjustments.

“We are pleased to successfully close the transaction with Hanwha, a significant milestone for the yard and its shareholders. While the board will continue its assessment of strategic options for the Company, the board’s priority is to arrange for a significant distribution of proceeds to its shareholders while ensuring PHLY’s obligations under the SPA are fully accounted for,” said Kristian Røkke, Chairman of the Company.

As previously announced, the Company’s board of directors has since the signing of the SPA worked on defining the Company’s future strategy and structure following completion of the Transaction, including use of proceeds from the sale. The board of directors intends to propose that a significant amount of the net proceeds from the Transaction is distributed to PHLY shareholders. Such distribution will take into account the Company’s need for certain working capital, as well as USD 10 million of the proceeds that the Company is obligated to maintain in an escrow account related to certain potential liabilities of the Company under the SPA for a period of up to four years following closing of the Transaction. The Company will make an announcement once the board has made a final resolution with respect to the proposed distribution and call for an extraordinary general meeting, expected during Q1 2025. The board of directors will in parallel continue its work on defining the Company’s future strategy and structure following completion of the Transaction, including a potential liquidation of the Company, subject to satisfaction of relevant contingent liabilities under the SPA. The Company will revert with an update once the board has concluded in this respect.  

Advokatfirmaet BAHR AS and Faegre Drinker Biddle & Reath LLP are acting as legal advisors to PHLY. 

Contacts

Jeffrey Theisen, Chief Financial Officer
Tel: +1 215-875-2610
E-mail: [email protected]

About Philly Shipyard ASA

Philly Shipyard ASA is listed on the Oslo Stock Exchange (XOAX: PHLY) and is majority-owned by Aker Capital AS, which in turn is wholly-owned by Aker ASA (Aker). Aker is an industrial investment company that exercises active ownership to create value. Aker has ownership interests in oil and gas, renewable energy and green technologies, maritime assets, marine biotechnology and industrial software, and its portfolio includes companies like Aker BP, Aker Horizons, Aker BioMarine, Cognite, and Aker Solutions.

For more information, visit the Company’s new website www.phillyshipyardasa.com.

About Hanwha Systems

Hanwha Systems is the representative company of the Republic of Korea ranging with world-class companies in various business areas based on avionics and space, security and safety, and information systems service. Hanwha Systems has Defense Division and ICT Division with customer value being the top priority.

About Hanwha Ocean

Hanwha Ocean is a globally renowned maritime and shipbuilding company with 50+ years of shipbuilding experience, including a wide range of naval ships that include submarines, warships other naval support vessels, as well as commercial vessels, such as LNG Carriers and Very Large Crude Oil Carriers. Hanwha Ocean's Okpo shipyard is the second largest and one of the most efficient shipyards in the world.

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This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Kelly Whitaker, Vice President, Sustainability and Communications, Philly Shipyard, Inc., on 19 December 2024 at 22:15 CET.

IMPORTANT INFORMATION

This communication is not an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities, or the solicitation of a proxy, in any jurisdiction in which, or to any person to whom, such offer, sale or solicitation is not authorized or would be unlawful.

This communication contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and other statements, which are not statements of historical facts. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will be” and similar expressions. You are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of PHLY, and that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements contained herein. The forward-looking statements in this communication speak only as of the date hereof and, other than as may be required by applicable law, PHLY does not undertake any obligation to update or revise any forward-looking information or statements.