Malaysia’s Perisai announces $43.03 million share sale deal settlement

By Caroline Salls

Pittsburgh, Dec. 23 – Perisai Capital (L) Inc. entered into a $43.03 million settlement that resolves disputes related to a Nov. 30, 2012 share sale agreement with EOC Ltd., now known as EMAS Offshore Ltd., and/or Perisai’s put option rights under the share sale agreement, according to a news release.

EMAS Offshore notified Perisai on Dec. 8 that it intended to terminate the share sale agreement following the occurrence of alleged events. Perisai disputed the claims made by EMAS.

Also on Dec. 8, Perisai issued a notice to exercise a put option granted under the share sale agreement, which gives Perisai the right to sell its 51% interest in SJR Marine to EMAS Offshore.

Perisai said the $43.03 million put option share consideration to be paid by EMAS Offshore under the settlement will include $20 million in cash to be paid on the completion date and a $23.03 million deferred amount that will accrue interest at a rate of 1%.

Completion of the settlement will be subject to the satisfaction of conditions within a four-month long-stop period, subject to an up to four-month extension.

The conditions to the settlement include the waiver of Perisai’s $8.45 million shareholder’s loan, unless the company elects to capitalize the loan; the subordination of a $5.37 million remaining shareholder’s loan, which was granted in favor of Oversea-Chinese Banking Corp.; and EMAS Offshore’s providing of evidence that it obtained a $20 million secured loan facility from Oversea-Chinese Banking to purchase a portion of the put option shares and a $1.5 million secured term loan for working capital.

Perisai is a Kuala Lumpur-based company that makes corrosion-control products for the marine and oil and gas industries.

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