Clifford Chance – PT Berlian Laju Tanker TBK Proposed Acquisition Of Chembulk Tankers LLC

LAWFUEL – The Law Firm Newswire – The Board of Directors of PT Berlian Laju Tanker Tbk (the “Company”) is pleased to announce that on 12 October 2007, Asean Maritime Corporation (“Asean Maritime”), a wholly owned subsidiary of the Company (the “Buyer”), has entered into a conditional Membership Interest Purchase Agreement (the “Acquisition Agreement”) to purchase from Chembulk Holdings Inc., the entire issued share capital of Chembulk Tankers LLC including its 11 chemical tankers (the “Proposed Acquisition”).

1. Chembulk Tankers LLC. Chembulk Tankers LLC (the “Target Company” or “Chembulk”) is a limited liability company incorporated on 9 January 2007 under the laws of the Republic of The Marshall Islands, and is one of the ten largest owners and managers of stainless steel chemical tankers in the world. Chembulk’s vessels operate globally and transport a wide range of chemical products for “blue chip” oil and chemical majors, government agencies and trading houses. Chembulk has commercial management operations offices in Westport (Connecticut, USA), Singapore and Rotterdam (Netherlands).

Chembulk currently operates a modern fleet of 16 vessels aggregating approximately 397,200 DWT, and has contracted to charter-in three additional newbuildings through 2009 which will bring its total fleet to 19 vessels aggregating approximately 468,200 DWT. The Chembulk fleet consists of stainless steel chemical tankers ranging from 16,400 DWT to 32,000 DWT. All of the chemical tankers held by Chembulk possess IMO II classification, and are double hull with stainless steel cargo tanks. The IMO II classification and stainless steel cargo tanks allow Chembulk to transport the broadest range of chemicals and oils.

Chembulk owns and commercially manages 11 stainless steel chemical tankers and charters-in five stainless steel chemical tankers under long-term time charters, all of which have purchase options.
Chembulk has the youngest large stainless steel chemical tanker fleet in the industry with an average age of 3.7 years compared to the industry average of 12 years. Chembulk’s large and modern fleet allows it to contract out its vessels to high-quality customers. Having a large fleet size is an important competitive advantage in the chemical tanker business.

2. Acquisition. Pursuant to the Acquisition Agreement, Chembulk Holdings Inc. (the “Seller”) will sell, and Asean Maritime will acquire, the entire issued share capital of Chembulk including its 11 chemical tankers.

3. Consideration. The total consideration (the “Consideration”) for the Proposed Acquisition is US$ 850,000,000, which was ascertained on the basis of the enterprise value of Chembulk. The

Proposed Acquisition will be funded by cash and committed bank loans from several offshore banks.

4. Material conditions. The Proposed Acquisition is conditional upon the approval of the shareholders of the Company, to be obtained at an Extra-ordinary Meeting of Shareholders to be convened in due course, in accordance with Singapore and Indonesia laws and regulations.

5. Net Assets Value. As of 31 August 2007, the unaudited net assets value of the Target Company (which takes into account the debts of the Target Company in connection with the financing of its vessels) is US$7,180,387. The total assets of the Target Company is US$681,039,608.

6. Net Profits. As the Target Company was incorporated in 9 January 2007, there are no audited net profit figures as at the date of this announcement. However, the unaudited net profit of Chembulk Tankers for the 8-month interim period ended 31 August 2007 is US$15,130,387.

7. Financial Effects. Assuming that the Proposed Acquisition had been effected on 31 December 2006 (being the end of the most recent completed financial year of the Company), the net tangible assets per ordinary share of the Company would have decreased from US$0.1215 to US$0.0689.
Assuming that the Proposed Acquisition had been effected on 1 January 2006 (being the beginning of the most recent completed financial year of the Company) and on the basis of the annualized financial data of the Target Company, the earnings per ordinary share of the Company would have increased from US$0.0270 to US$0.0328.

8. Rationale. By the addition of 16 chemical tankers coupled with a proven strong and experienced Chembulk management team, the Company will be the third largest stainless steel chemical tanker operator in the world in terms of capacity and number of ships with 54 vessels of chemical tankers and 820,600 DWT capacity. With the Proposed Acquisition, the Company will be one of the youngest fleets in the chemical tanker industry with worldwide service coverage.

Chembulk’s trading area and customer base will complement the Company’s current trading routes and market coverage and will further strengthen the Company’s position in chemical tanker industry with a worldwide coverage to serve our existing and potential customer better.
In line with the Company’s strategies on contract coverage, diversification and fleet growth, acquisition of Chembulk is expected to further secure consistent cash flow growth for the Company.
The acquisition of Chembulk will be immediately accretive to the Company’s earnings and cash flows.

9. Interests of Directors and Controlling Shareholders. None of the Directors and controlling shareholders of the Company have any interest, direct or indirect, in the Proposed Acquisition.
10. No New Appointment of Directors. No new directors will be appointed to the Board of Directors of the Company in connection with the Proposed Acquisition.

11. Rule 1006. The relative figures computed on the bases of Rule 1006 of the Listing Manual are as follows:

Computed figures for the Proposed Acquisition

Rule 1006(c). The aggregate value of the Consideration paid for the Proposed Acquisition is US$850 million, representing 94.3% of the Company’s market capitalization of approximately US$901 million based on 4,157,673,436 Shares in issue and the weighted average price of IDR 1,970 per Share with an exchange rate of IDR 9,090/US$1.00 transacted on 11 October 2007.

12. Shareholders’ Approval. As the relative figures computed on the basis of Rule 1006(c) exceed 20% and based on Regulation IX.E.2 of Capital Market and Financial Institution Supervisory Board of Indonesia regarding Material Transaction and Change of Main Business, therefore the Proposed Acquisition is subject to the approval of shareholders. An extra-ordinary meeting of shareholders will be convened in due course for this purpose in accordance with the capital market regulations in Singapore and Indonesia.

13. Advisors. DnB NOR Markets served as the financial advisor to the Company in connection with the Proposed Acquisition and Merrill Lynch & Co. served as financial advisor to the Seller. Clifford Chance US LLP served as the Company’s Legal Counsel while Paul, Weiss, Rifkind, Wharton & Garrison LLP and Watson, Farley & Williams served as the Seller’s Legal Counsels.

14. Further Information. Should you need further information on the Proposed Acquisition

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