FMSI and Clean Marine AS Announce Intention to Merge

Clean Marine AS and FMSI today announced that the companies have entered into a term sheet pursuant to which they will effect a business combination (the “Merger”) to create a leading provider of exhaust gas cleaning systems (“EGCS” or “scrubbers”). The combined entity, which will operate under the name Clean Marine, will provide a fully integrated offering, including Original Equipment Manufacturer (OEM) expertise, significant capacity, fast production times, project management and global after-sales services. It will also offer financing to its customers through affiliated companies.

The Merger will better position Clean Marine to fulfil the needs of its customers and meet the rising demand for EGCS following the implementation of the new limits on sulphur emissions that come into effect on January 1, 2020.  Price volatility, large fuel spreads and fuel quality concerns are causing owners who had previously not adopted a strategy for compliance to invest in EGCS. Approximately 490 Clean Marine employees will serve clients around the world from offices in Oslo, Norway; Varna, Bulgaria; Singapore; Houston, USA; and Batam, Indonesia.

“We are very pleased to announce the contemplated merger on the eve of IMO 2020 coming into effect,” said Nils Høy-Petersen, CEO of Clean Marine.  “The transaction will provide additional scale to support our global operations and continued investment in developing the best possible product and services for our customers.”

The combined company will be able to deliver higher manufacturing volumes and shorten delivery times further, to shipowners’ benefit. In total, the companies have in order approximately 260 scrubber systems. The combined company will also enhance its R&D efforts to develop further competitive green technologies for shipowners as well as for other industries.

“This is a significant milestone in FMSI’s history, and we are delighted to announce this intention to combine with Clean Marine,” says Nicolas Busch, shareholder and acting CEO of FMSI. “We expect the combined company will achieve a substantial increase in market share and create a strong foundation for pioneering compliant scrubber technology for years to come.”

Access to competitive financing of scrubbers can be a bottleneck for many shipowners. Later this year, Clean Marine will therefore start offering attractive equipment leasing through an affiliated company, thereby enabling shipowners to retrofit vessels with minimal upfront capex.

The term sheet forms the basis for the negotiations of the Merger. It is the intention of both companies to execute definitive documentation to complete the Merger swiftly. The Merger is subject to agreement on the terms of the final transaction agreements, customary due diligence reviews, any required approvals by regulatory authorities and other customary conditions.

Should the companies complete the Merger, Nils Høy-Petersen will become CEO of the combined company. The merged company will have equal shareholdings from the companies’ owners.

Pareto Securities is acting as financial advisor to Clean Marine in connection with the Merger and Thommessen as legal advisor. Arctic Securities is  financial advisor to FMSI and BAHR the legal advisor.

About Clean Marine

Clean Marine is dedicated to emission cleaning and is recognized as a supplier of highly flexible and competitive marine exhaust scrubbers. The company’s research and development started already in 2004 and it has pioneered and delivered hybrid and open loop multi stream scrubbers to customers worldwide.   www.cleanmarine.no

About FMSI

FMSI designs, manufactures, commissions and services exhaust gas handling systems. Its OEM heritage spans more than two decades, and the company is trusted by some of the leading shipping and trading companies.  FMSI’s 40,000 sq.m. state-of-the-art design and manufacturing facility is situated in Batam, Indonesia. www.fmsiservices.com