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Auditor issue means Oceanteam entities could be forced to merge

Mon 12 Feb 2018 by David Foxwell

Auditor issue means Oceanteam entities could be forced to merge
Oceanteam is looking at merging its Norwegian and Dutch entities

Oceanteam ASA says a dispute with its auditor and inability to find a new one leaves it facing liquidation.

Following a dispute with its former auditor, KPMG Bergen, about commercial matters, Oceanteam ASA recently suspended the services of the company.  KPMG Bergen subsequently withdrew as Oceanteam’s auditor.

Shortly afterwards, the company announced that it received a notice from the Norwegian Register of Business Enterprises that the company must appoint and register a new auditor in four weeks, as from 20 January 2018.

In a statement Oceanteam said “So far, various attempts of the management to restore the relationship with KPMG Bergen have not been successful and to date the company has been unable to engage a replacement auditor.”

Due to what it described as “unbalanced, incorrect and biased reporting in the press surrounding the company, incited by a small number of individuals,” the board of directors and management do not believe it will be possible to appoint an auditor within the deadline. Not doing so may result in a compulsory liquidation of the company.

Oceanteam said it is the opinion of its board of directors and management that liquidation will entail “significant, unnecessary value destruction for its shareholders, creditors, bondholders, employees and other stakeholders,” as it is highly unlikely that a forced liquidation conducted by a court will yield proceeds that are sufficient to cover all of its outstanding debt.

To avoid this situation and ensure the preservation of the value of the company, the board of directors has resolved to carry out a merger of the company with its wholly owned Dutch subsidiary, Oceanteam II BV.

The merger would result in Oceanteam II BV as the surviving entity in the merger. The Dutch auditor acting for Oceanteam II BV would then become the auditor for the entire group while effecting a consolidation and considerable cost savings and, at the same time, safeguarding and ensuring the company's future for potential growth and success.

If concluded by the board, the merger proposal will be put to vote for the shareholders at an extraordinary general meeting as soon as practicably possible.

The merger will be carried out in such a way that the shareholders of Oceanteam ASA receive shares in Oceanteam II BV on a one-for-one share basis.

The merged company will have a corporate governance structure suitable for a Dutch NV with due consideration of the interest of minority shareholders and all other stakeholders.

However, the company anticipates that the merger will be associated with a delisting from the Oslo Stock Exchange, as the merged company is not expected to be able to satisfy the listing requirements going forward. The board will evaluate whether an alternative listing can be sought in the Netherlands.

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