HAMILTON, Bermuda, May 25, 2022 /PRNewswire/ -- Höegh LNG
Partners LP (NYSE: HMLP) (the "Partnership") announced today that
it has entered into a definitive merger agreement with Höegh LNG
Holdings Ltd. ("Höegh LNG") pursuant to which Höegh LNG will
acquire, for cash, all of the outstanding publicly held common
units of the Partnership, at a price of $9.25 per common unit for a total purchase price
of approximately $167.6 million. The
revised price represents an increase of $5.00 when compared to the offer of $4.25 per common unit made by Höegh LNG on
December 3, 2021, a premium of 35.0%
to the closing price of the Partnership's common units of
$6.85 per unit on May 24, 2022 and a premium of 39.2% to the volume
weighted average price of the Partnership's common units for the
30-trading day period ended May 24,
2022.
In connection with the transaction, the Partnership's incentive
distribution rights will be cancelled. The Series A preferred units
of the Partnership will remain outstanding.
In connection with the transaction, the board of directors of
the Partnership (the "Board of Directors") directed the conflicts
committee of the Board of Directors, comprised solely of directors
unaffiliated with Höegh LNG (the "Conflicts Committee"), to
consider Höegh LNG's offer. Following a period of discussion with
Höegh LNG and its advisors, the Conflicts Committee approved the
merger agreement and determined that the merger agreement and the
transactions contemplated thereby are in the best interests of the
Partnership and the holders of the Partnership's common units
unaffiliated with Höegh LNG. Based on the recommendation of the
Conflicts Committee, the Board of Directors unanimously approved
the merger agreement and recommended that the Partnership's common
unitholders approve the merger.
The merger is expected to close in the second half of 2022, and
is subject to approval of the merger agreement and the transactions
contemplated thereby by a majority of the outstanding common units
of the Partnership and certain regulatory filings and customary
closing conditions. Höegh LNG owns 45.7% of the common units and
has entered into a support agreement with the Partnership
committing to vote its common units in favor of the merger.
Advisors
Credit Suisse International and Morgan Stanley & Co. LLC are
acting as financial advisors to Höegh LNG and Kirkland & Ellis
LLP is acting as its legal counsel with respect to the transaction.
Evercore is acting as financial advisor to the Conflicts Committee
and Richards, Layton & Finger, P.A. is acting as its legal
counsel. Baker Botts L.L.P. is acting as the Partnership's
legal counsel.
Forward Looking Statements
This press release contains "forward-looking statements." All
statements, other than statements of historical facts, that address
activities, events or developments that the Partnership expects,
projects, believes or anticipates will or may occur in the future
are forward-looking statements. You are cautioned not to rely on
these forward-looking statements, which speak only as the date of
this press release. The Partnership undertakes no obligation and
does not intend to update these forward-looking statements to
reflect events or circumstances occurring after this press release.
These statements are based on current expectations of future
events, are not guarantees of future performance and are subject to
risks, uncertainties and other factors, some of which are beyond
the Partnership's control and are difficult to predict. These risks
and uncertainties include the risks that the proposed transaction
may not be consummated or the benefits contemplated therefrom may
not be realized. If underlying assumptions prove inaccurate
or unknown risks or uncertainties materialize, actual results could
vary materially from our expectations and projections. When
considering these forward-looking statements, you should keep in
mind the risk factors and other cautionary statements found in our
filings with the SEC, which include, but are not limited to, those
found in the Partnership's Annual Report on Form 20-F for the year
ended December 31, 2021, filed with
the SEC on April 25, 2022.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval with respect to the proposed transaction. This
communication relates to a proposed business combination between
Höegh LNG and the Partnership. In connection with the proposed
transaction, the Partnership will prepare and disseminate a proxy
statement to its unitholders. WE URGE UNITHOLDERS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE DISSEMINATED
BY THE PARTNERSHIP BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Security holders will be able to obtain these
materials (if and when they are available) free of charge at the
SEC's website, www.sec.gov. In addition, copies of any documents
filed with the SEC may be obtained free of charge from the
Partnership's website for investors at
www.hoeghlngpartners.com.
Participation in the Solicitation of Votes
Höegh LNG and the Partnership and their respective directors and
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the Partnership's directors and
executive officers is available in its Annual Report on Form 20-F
for the year ended December 31, 2021,
filed with the SEC on April 25, 2022.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials when they become
available.
Contact
The IGB Group, Bryan Degnan, +1
(646) 673-9701 / Leon Berman, +1
(212) 477-8438
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SOURCE Hoegh LNG Partners LP