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International Maritime Exchange ASA – Completion of Merger with NOS ASA

[First published: Friday 01 September 2006 6:41:21 am]

 

Oslo, 1 Sept 2006: International Maritime Exchange ASA (OSE: IMAREX) and NOS ASA (NOS) have today completed the merger of the two companies, with IMAREX as the surviving entity. As a result IMAREX has changed its name to IMAREX NOS ASA.

 

Concurrently, the merged entity is selling NOS Finans Clearing ASA to Verdipapirsentralen Holding ASA for NOK 227 million, with the divested subsidiary to be capitalised with NOK 57 million in cash and cash equivalents. Furthermore, IMAREX has completed its reorganisation to become a holding company with separate subsidiaries for the market place operation , the clearing activity and the power derivatives brokerage.

 

The number of new IMAREX shares to be issued and listed on Oslo Børs is 3,320,358.

 

The merger of IMAREX and NOS creates a strong financial and strategic platform. The merged company will be able to intensify the development of new solutions for clearing of derivatives, which will increase the liquidity and transparency for its customers. IMAREX NOS ASA will seek to develop a significant position as a market place and clearing house for related commodity derivatives by developing related markets from its strong current market position.

 

The merged company intends to grow its existing and new business, as well as the reach and scale of its operations. This will be achieved through business development initiatives, mergers, acquisitions, joint ventures and alliances where appropriate.

 

The boards of directors of IMAREX and NOS entered into a merger plan dated 19 May 2006, which was approved by the shareholders of both companies in the extraordinary general meetings held on 26 June 2006. The conditions for completion of the merger have now been fulfilled, and the merger has been registered as completed with the Norwegian Registry of Business Enterprises.

 

IMAREX and NOS were valued equally in the merger, with NOS shareholders receiving 80 % of the payment in IMAREX shares and the remainder in cash. NOS shareholders will receive 0.233 IMAREX shares and NOK 4.31 for each NOS share. It is expected that the NOS shareholders will receive the consideration shares on or about 7 September 2006 and the cash contribution on or about 8 September 2006.

 

The aggregated cash contribution payable by IMAREX to the shareholders of NOS is NOK 82 million. The share aggregated contribution will constitute 4,437,582 shares to be issued by IMAREX to the shareholders of NOS, since no shares are issued to IMAREX for the 4,794,978 shares that IMAREX owns in NOS. The sale of NOS Finans Clearing ASA to Verdipapirsentralen Holding ASA is made with payment in the form of NOK 144 million in cash and 1,117,224 shares in IMAREX NOS ASA owned by the buyer following the Merger. Hence, the net number of shares of IMAREX NOS ASA that will be issued and listed is 3,320,358.

 

The new shares are, pursuant to the merger plan, entitled to dividends as from the fiscal year 2006. The presently existing shares are entitled to dividends also for the fiscal year 2005. Due to this difference in entitlements to dividends, the new shares will be issued and listed on the separate ISIN number NO 001 0331887 with ticker code IMAREX N.

 

The information memorandum related to the new shares that are issued and listed in connection with the merger is enclosed below:

 

 

The information memorandum will also be sent to all shareholders in International Maritime Exchange ASA and NOS ASA, registered as of the 28 August 2006. In addition the information memorandum will be available at www.imarex.com and www.pareto.no, as well as at IMAREX and Pareto’s offices in Oslo.

 

A copy of IMAREX NOS ASA’s company certificate has been sent to Oslo Børs.

 

Please note that the merged company’s name will not be changed to IMAREX NOS ASA in Oslo Børs’ systems until Monday 4 September 2006.

 

For further information, please contact:

 

 

  • Arild Jæger, Chief Financial Officer
    Telephone +47 23 89 42 11

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