Qatar Shipping and Qatar Navigation announce signing of implementation agreement | Qatar Shipping and Qatar Navigation announce signing of implementation agreement -
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Qatar Shipping and Qatar Navigation announce signing of implementation agreement

Qatar: Monday, March 22 - 2010 @ 15:00

Terms of the Transaction

Under the terms of the Transaction, Qatar Navigation will acquire all of the outstanding shares of Qatar Shipping in exchange for new shares of Qatar Navigation. The exchange ratio for the Transaction will be one new share of Qatar Navigation for every 2.2 shares of Qatar Shipping. The Transaction is subject to approval of the shareholders of both companies at Extraordinary General Meetings, and ratification by the Ministry of Business and Trade.

The terms of the Transaction were today approved separately by the Boards of Directors of Qatar Navigation and Qatar Shipping. The companies have jointly considered and decided the optimal method to implement the vision and the directive of the Government of Qatar to create a consolidated large logistics state champion, and have accordingly agreed upon the terms of the Transaction.

Comment

Commenting, Sheikh Ali, Chairman and Managing Director of Qatar Navigation, said:

“I am pleased to announce that we have agreed terms with the Board of Directors of Qatar Shipping to create an integrated maritime and logistics champion in Qatar, well positioned to take advantage of the State of Qatar’s vision in the development of these services. The integration of Qatar Shipping would represent a very significant milestone in our company’s history and I strongly recommend that Qatar Navigation shareholders vote in favour of this transaction.”

Salem Al Naomi, Chairman of Qatar Shipping, said:

“The Board of Directors of Qatar Shipping strongly believes that our shareholders will benefit from becoming shareholders in an enlarged group that will be a stronger competitor in regional and international markets. The terms that we have agreed recognize the inherent value in Qatar Shipping and I would urge our shareholders to vote in favor of this excellent opportunity.”

Rationale

The Boards of Directors of both companies believe that the combined entity will create a large Qatari logistics and maritime player with (i) clear leadership in the Qatari market and (ii) the potential to become a major regional player with a firm basis to establish and grow its presence in international markets. The combined entity will be suitably positioned to take advantage and contribute optimally to the State of Qatar’s vision of economic development and industrial expansion.

The Boards of Directors of both companies believe that upon completion of the Transaction, the shareholders in both companies will significantly benefit from becoming shareholders of an enlarged Qatar Navigation which will be able to compete even more strongly in regional markets and make its mark on the international scene. This Transaction will result in the convergence of two companies to create an enlarged entity that will render services across the shipping and logistics value chain.

The enlarged entity would also be able to consolidate all the offshore business of Halul, Qatar Navigation and Qatar Shipping, resulting in the creation of a major offshore company in Qatar. The boards of both companies believe that the Transaction represents an excellent strategic fit, bringing together two large and well-respected companies involved in similar lines of business and thereby resulting in a Qatari logistics and maritime champion.

Shareholder Actions

Qatar Navigation and Qatar Shipping will separately hold EGMs to obtain shareholder approvals for the Transaction. Details of the EGMs will be announced shortly.

Shareholders of Qatar Shipping are requested to vote in favour of the resolutions to be proposed at the Qatar Shipping EGM by delivering a completed proxy voting form prior to the meeting.
Shareholders of Qatar Navigation are requested to vote in favour of the resolutions to be proposed at the Qatar Navigation EGM by delivering a completed proxy voting form prior to the meeting.

Copies of the Joint Circular containing details of the Transaction and how to vote will be made available at the offices of Qatar Navigation at Qatar Navigation Building, Al Taamin Street, WestBay and Qatar Shipping at Alkhaleej Insurance Building 1 st Floor, Grand Hamad Street and posted on the companies’ websites. An announcement will be made when the Joint Circular becomes available.

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Monday, March 22- 2010 @ 15:00 UAE local time (GMT+4) Replication or redistribution in whole or in part is expressly prohibited without the prior written consent of Mediaquest FZ LLC.

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