Hoegh LNG Holdings Ltd. ("Höegh LNG") announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with Höegh LNG Partners LP (the "Partnership"). Pursuant to the Merger Agreement and consistent with Höegh LNG's desire to retain its ownership interests in the Partnership and its general partner, Höegh LNG will acquire by merger (the "Merger") all of the outstanding common units representing limited
partner interests of the Partnership not already owned by Höegh LNG in exchange
for $9.25 in cash per common unit (the "Merger Consideration"). The Merger
Consideration represents an increase of $5.32 (135.4%) per common unit when
compared to the closing price per common unit of $3.93 on 3 December 2021,
immediately prior to Höegh LNG's initial offer, and a premium of $2.40 (35.0%)
to the $6.85 closing price per common unit on 24 May 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 24 May 2022. Pursuant to the terms of the Merger
Agreement, the Partnership's outstanding preferred units will be unchanged and
remain outstanding by virtue of 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. Upon the closing of the
Merger, the common units will cease to be publicly traded.
Credit Suisse International and Morgan Stanley & Co. LLC acted as financial
advisors and Kirkland & Ellis LLP acted as legal counsel to Höegh LNG.
