15th Dec 2010 16:41
NCSP Received Fairness Opinion on Primorsk Acquisition
15 December 2010
In the framework of preparing the transaction to acquire 100% of the participatory interests in OOO «Primorsk Trade Port» from Omirico Limited, the sole shareholder of OOO «Primorsk Trade Port», for a cash consideration of $2.153 billion, partially funded by bank debt financing in the amount of $1.95 billion (the «Transaction»), PJSC Novorossiysk Commercial Sea Port (LSE: NCSP, RTS and MICEX: NMTP) hereby reports the following:
J.P. Morgan plc rendered a fairness opinion to the Board of Directors of Public Joint Stock Company «Novorossiysk Commercial Sea Port» in relation to the Transaction (addressed solely to the Board of Directors and solely for their benefit and use in considering the Transaction on behalf of Public Joint Stock Company «Novorossiysk Commercial Sea Port») which states that, as at the date of such opinion and on the basis of and subject to the matters referred to therein, the consideration to be paid by Public Joint Stock Company «Novorossiysk Commercial Sea Port» in its proposed acquisition of OOO «Primorsk Trade Port» is fair, from a financial point of view, to Public Joint Stock Company «Novorossiysk Commercial Sea Port»[i].
Material conditions of the Transaction were disclosed in NCSP Group press releases dated 15 September 2010, 18 October 2010, and 29 October 2010.
About NCSP Group
Novorossiysk Commercial Sea Port is the largest Russian port operator in terms of cargo turnover. Group's consolidated cargo turnover in 2009 totaled 86.5 million tons. Consolidated revenue to IFRS in 2009 totaled $675.1 million and net profit $252.2 million. NCSP shares are traded on Russia's RTS and MICEX exchanges (NMTP) and on the London Stock Exchange (NCSP) in the form of GDRs (1 GDR representing 75 shares). NCSP Group includes the following stevedore companies: PJSC NCSP, PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Shipyard, PJSC NCSP Fleet, OJSC Novoroslesexport, OJSC IPP, and Baltic Stevedoring Company Ltd.
For more information please contact: Tel.: +7 (495) 783-5434; [email protected]
[i] J.P. Morgan plc («J.P. Morgan») is acting for Public Joint Stock Company «Novorossiysk Commercial Sea Port» in relation to the Transaction and for no one else and J.P. Morgan shall not regard any other person (including, without limitation, any person who is a director, officer, employee, shareholder or creditor of Public Joint Stock Company «Novorossiysk Commercial Sea Port») as its client in relation to the Transaction and shall not be responsible to any person other than Public Joint Stock Company «Novorossiysk Commercial Sea Port» for providing protections afforded to clients of J.P. Morgan or advising any person involved in the Transaction other than Public Joint Stock Company «Novorossiysk Commercial Sea Port» The fairness opinion rendered by J.P. Morgan to the Board of Directors of Public Joint Stock Company «Novorossiysk Commercial Sea Port» does not constitute a recommendation to, or for the benefit of, any holder of shares or other securities in Public Joint Stock Company «Novorossiysk Commercial Sea Port» as to whether such holder should vote (or give instructions to vote) with respect to the proposed acquisition of OOO «Primorsk Trade Port» or any other matter.
Related Shares:
Pjsc Novor. S