(MENAFN – GlobeNewsWire – Nasdaq) itemprop=”articleBody”>NEW YORK, NY, April 15, 2019 (GLOBE NEWSWIRE) — Twelve Seas Investment Company (‘Twelve Seas’) (previously NASDAQ:TWLV and currently NASDAQ:BROG), a company formed for the purpose of entering into a business combination, and a United Arab Emirates (UAE) company in the oil storage and services business, announced they have executed today a business combination agreement (‘BC Agreement’).
Pursuant to the BC Agreement, Twelve Seas will engage in a merger involving a newly formed Cayman Islands holding company and the combined company (referred to herein together as Twelve Seas) will acquire 100% of the issued and outstanding shares of the UAE company in a transaction valued at approximately $1 billion (the ‘Transaction’). In the Transaction, the UAE company will become a wholly-owned subsidiary of Twelve Seas, and the post-transaction business of the combined company will be that of the UAE company. Twelve Seas expects the Transaction to close at the end of the second quarter 2019 or early third quarter of 2019, subject to certain closing conditions. One significant closing condition requires that Twelve Seas will have net cash proceeds at closing (after payment of expenses and redemptions from Twelve Seas’ trust account), including any proceeds of any new equity financings (‘Closing Proceeds’), in excess of $125 million. In addition, the Transaction closing is subject to the approval of the shareholders of Twelve Seas and the shareholders of the UAE company, as well as certain other third parties.
Pursuant to the BC Agreement, the shareholders of the UAE company will sell 100% of its equity interests to Twelve Seas in exchange for total consideration of 100.0 million Twelve Seas ordinary shares, provided that at the election of the UAE company, up to 40% of the Closing Proceeds may be paid as cash consideration instead of Twelve