The Board of Directors of A.P. Møller - Mærsk (APMM) has decided to initiate the separation of the company's towage and marine services activities through a demerger.
As part of the demerger, the shares in Svitzer A/S and its subsidiaries as well as certain other related assets and liabilities will be contributed by APMM to a new legal entity under the name of Svitzer Group A/S, the shares of which are expected to be admitted for trading and official listing on Nasdaq Copenhagen A/S.
This is another action taken by APMM in recent years to simplify its business and focus on integrated logistics in line with its global integrator strategy.
Following the anticipated signing and publication of statutory demerger documents by APMM on or around 22 March 2024, the Board of Directors of APMM intends to propose the demerger for approval by the APMM shareholders at an extraordinary general meeting expected to be held on 26 April 2024. Subject to such approval at the extraordinary general meeting of APMM, the shares in Svitzer Group will be distributed to APMM shareholders, who in addition to their existing shareholding in APMM, will become shareholders in Svitzer Group.
The anticipated first day of trading for the shares of Svitzer Group on Nasdaq Copenhagen is on 30 April 2024.
The Board of Directors of APMM intends to propose a single share class structure for Svitzer Group with shares in Svitzer Group being distributed to the APMM shareholders pro-rata based on the nominal value of the shares held in APMM. It will be proposed that the APMM shareholders will receive one share in Svitzer Group per nominal APMM DKK 500 share and two shares in Svitzer Group per nominal APMM DKK 1,000 share.
The demerger and distribution of the Svitzer Group shares will be tax-exempt for Danish tax purposes.
A.P. Møller Holding A/S, which holds around 41.5% of the total share capital in APMM, has agreed to a 360-day lockup of its expected shareholding in Svitzer Group, subject to certain customary exemptions.
In 2022, Svitzer's revenue was US$774 million and EBITDA was US$229 million, while in 2023, revenue was US$839 million and EBITDA was US$246 million.
The Executive Management team of Svitzer currently consists of CEO Kasper Friis Nilaus and CFO Knud Winkler, who will also serve as the Executive Management team in the future listed company, Svitzer Group.
The new Board of Directors of Svitzer consists of Chair Morten H. Engelstoft, Vice Chair Robert M. Uggla, Christine Morris, and Peter Wikström, who will be proposed as members of the Board of Directors in Svitzer Group with effect from completion of the demerger on 26 April 2024. Moreover, it is the intention to propose one or two additional independent candidates to join the Board of Directors of Svitzer Group at its annual general meeting in 2025.
Svitzer will continue to be headquartered in Copenhagen and operate under the Svitzer name.