- Crown LNG Holdings AS (“Crown” or the “Company”), a leading
provider of offshore liquefied natural gas (“LNG”) liquefaction and
regasification terminal infrastructure for harsh weather locations,
has entered into a business combination agreement with Catcha
Investment Corp (“CHAA” or “Catcha”) (NYSE American: CHAA). The
combined company intends to apply to list its shares on the New
York Stock Exchange under the ticker symbol “CGBS”
- Crown designs and plans to own and operate all-weather LNG
liquefaction and regasification terminals, utilizing both
bottom-fixed, gravity based structures (“GBS”) and floating storage
and regasification units (“FSRU”)
- Global demand for LNG is expected to increase from 351 million
tons per annum (mtpa) in 2020 to approximately 570 mtpa by 2030, a
62% increase in a decade, driven by energy security concerns and
the use of natural gas as a transition fuel across both developed
markets as well as under-served developing markets
- Crown is well positioned to take advantage of this significant
LNG demand growth given the advantages of offshore LNG import and
export facilities over onshore facilities with regard to regulatory
demands, environmental impact, security requirements and overall
cost
- GBS applications extend beyond LNG to hydrogen, ammonia and
power, extending Crown’s global addressable market
- Since 2016, Crown has been developing its first two anchor
projects in Kakinada, India and Grangemouth, Scotland; the Company
has over 21 additional targets in its pipeline of under-served
harsh-weather markets
- Crown’s senior management team has 100+ years of combined
industry experience with deep capabilities in oil and gas project
management, multinational expansion and energy production
- Pro forma implied enterprise value of the combined company will
be approximately USD $685 million. The transaction, forecasted to
be completed during the fourth quarter of 2023, is expected to
provide $50 million of capital, with net proceeds going to fund
both the Kakinada and Grangemouth projects to final investment
decision (FID)
Crown LNG Holdings AS, a leading provider of LNG liquefaction
and regasification terminal technologies for harsh weather
locations, and Catcha Investment Corp (NYSE American: CHAA), a
publicly traded special purpose acquisition company, today
announced a definitive agreement for a business combination that
would result in Crown becoming a U.S. publicly listed company. The
combined company, named Crown LNG Holdings Limited (“PubCo”),
intends to apply to list its shares on the New York Stock Exchange
under the new ticker symbol “CGBS”.
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Founded with a vision to secure stable energy supplies to growth
markets exposed to harsh weather conditions, Crown designs and
plans to own and operate offshore LNG terminals in locations where
onshore facilities are not feasible or desirable for reasons of
harsh weather, safety, cost, or environmental impact.
Crown is active in the two critical parts of the LNG value
chain: (1) liquefaction, where natural gas from producers is
supercooled to a liquid for transport by ship as LNG, and (2)
regasification, where the LNG is turned back into gas and delivered
to consumers and businesses as natural gas. With expertise in both
areas, Crown has the potential to enable stable, secure, year-round
LNG supplies to growing markets and locations exposed to harsh
weather conditions. In doing so, the Company aims to expand the
global market for LNG (particularly LNG supplied from the U.S.) and
contribute to lower carbon emissions in markets it serves by
replacing coal with LNG. Crown’s bottom-fixed, gravity based
structure (“GBS”) design also is expected to ensure lower cost and
a reduced environmental footprint versus a comparable land-based
LNG terminal alternative.
“This business combination with Catcha is a transformative step
for accelerating Crown’s growth, with the aim to provide its
investors with a stable, long-term return on their investment,”
said Swapan Kataria, CEO of Crown. “Our targeted blue-chip
potential customer base will reflect the strong and growing global
demand for harsh weather LNG infrastructure allowing for year-round
operation to enable the global energy transition and ensure energy
security by facilitating access to reliable natural gas supplies,
as well as hydrogen, ammonia and power. The capital raised in this
transaction will further strengthen our ability to execute on our
diversified project pipeline in India, the UK, Vietnam, Canada, and
other global markets.”
Catcha’s Patrick Grove said, “Catcha is excited to be partnering
with Crown today. The LNG market is being driven by strong market
tailwinds, including rising energy security concerns and the
increasing use of natural gas as a transition fuel with a tenth of
the emissions of coal fired plants. Crown will help to enable LNG
access for under-served markets which have been traditionally
ignored by existing operators and at the same time benefit everyone
in the ecosystem – customers, governments, producers and investors.
There is clearly a massive addressable market and use case in
regions which experience harsh weather conditions, and we strongly
believe that Crown, with their deep industry experience and
innovative culture, will be a leader in addressing that
demand.”
Strong Growth in LNG Demand
Driven by the use of natural gas as a transition fuel to replace
decommissioned coal infrastructure, as well as overall energy
security concerns, global demand for LNG is anticipated to increase
from 351 million tons per annum (mtpa) in 2020 to approximately 570
mtpa by 2030, an increase of more than 60%. At the same time, and
as a result of this rapid and dramatic increase in demand, there is
expected to be an LNG supply deficit of more than 40 mtpa by
2030.
Differentiated LNG Technology for Extreme Weather
To reduce the anticipated LNG supply shortfall, additional new
facilities for both export and import of LNG are needed over the
next decade, many of which will need to be located in geographies
prone to extreme weather events. Crown’s GBS designs for both
liquefaction and regasification offshore terminals are able to
significantly reduce impacts and downtime resulting from extreme
weather. This is accomplished through advanced facility design that
improves on and replaces floating and land-based alternatives for
liquefaction and regasification.
Crown’s GBS facilities are designed to rest directly on the
seabed, after preparation and leveling. The rectangular concrete
structure, built onshore in drydock, is then towed to location. A
typical GBS contains two membrane tank compartments, which store
the LNG temporarily after unloading, or prior to delivery onshore.
This ‘LNG island’ offers greater reliability allowing operations
year-round, including in harsh weather conditions, when compared
with floating alternatives.
Bottom-fixed solutions for energy development have a nearly
50-year track record in the offshore energy sector, with the first
regasification GBS coming online in 2009. Crown will construct its
GBS facilities in partnership with Aker Solutions, the leader in
offshore bottom-fixed facility development and construction, as
well as technology provider Wärtsilä Gas Solutions and Siemens
Energy.
India and Scotland Projects Advancing to FID
Currently, Crown is advancing development of two projects toward
FID – Kakinada, on the east coast of India, and Grangemouth, in
Scotland.
The Kakinada project, utilizing GBS facilities, directly
supports the Indian government’s target of increasing natural gas
in the country’s energy mix from approximately 7% today, to 15% by
2030. India’s gas demand is expected to double during the same
period to 115 BCM, with growth coming from several sectors,
including city gas distribution, petrochemicals, heavy industry,
fertilizer and power generation. Crown’s Kakinada project is able
to uniquely address this demand growth, having received a
full-year, 365-day license to operate from the Indian government’s
Ministry of Environment, Forest & Climate Change based on the
Company’s stable GBS terminal design. Comparable floating solutions
for LNG delivery on the east coast of India have been approved for
operation for just 270 days per year.
Preliminary Front End Engineering and Design (“Pre-FEED”)
studies for the Kakinada project have been completed by Crown’s
international partners. The project will take advantage of existing
onshore natural gas infrastructure in the country, including the
East-West Pipeline, which has a capacity of 3 Bcf per day and
connects Kakinada to Gujarat via Hyderabad.
The Company’s Grangemouth project, located on the east coast of
Scotland, seeks to address the UK’s increasing drive for energy
security post-Brexit and in the context of the Ukraine War’s impact
on energy markets. Currently, the UK relies on just three
facilities for LNG imports, which increased 74% from 2021 to
2022.
For the Grangemouth project, Crown has entered into an
exclusivity agreement with GBTron Lands Limited for use of the
proposed offshore site on the Forth River. A site study for the
deepwater port with LNG vessel access has been completed, and Crown
has begun the consenting process with the Scottish Government,
which can be completed in as few as seven months. Existing power
grid and gas grid access is available within ten miles of the
proposed site location. The Company will employ FSRU technology for
the Grangemouth project.
Transaction Overview
Catcha has agreed to combine with Crown through PubCo based on a
pre-money valuation of Crown at approximately $600 million. The
transaction is expected to provide $50 million of capital, with net
proceeds going to fund both the Kakinada and Grangemouth projects
to final investment decision (FID). The implied pro forma
enterprise valuation of PubCo is expected to be approximately $685
million.
The Company has agreed to cause all of its shareholders to roll
their interest into PubCo. Shareholders who are expected to
represent approximately 90% of Crown’s equity before closing have
already agreed to not sell any shares and contribute their shares
in exchange for PubCo’s shares, which reflects the Company’s
support for the combination and confidence in the go-forward
prospects for the PubCo.
After the close of the transaction, the existing Crown
leadership team will remain in place, and will continue to execute
on the Company’s strategy.
The transaction has been unanimously approved by the Boards of
Directors of CHAA and Crown. Completion of the proposed transaction
is subject to customary closing conditions, and is anticipated to
occur in the fourth quarter of 2023.
Additional information about the proposed transaction, including
a copy of the business combination agreement and the investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by CHAA with the U.S. Securities and Exchange Commission
(the “SEC”) and made available at www.sec.gov.
Investor Conference Call
Catcha and Crown will host a joint investor conference call at
8:30 AM EDT, today, August 3, 2023, to discuss the proposed
transaction. To listen to the prepared remarks live via telephone,
please dial 1-888-886-7786 or 1-416-764-8658 and reference Catcha /
Crown LNG. A telephone replay will be available via telephone by
dialing 1-844-512-2921 and referencing Access ID 32635263. The
replay will be available through February 3, 2024. A transcript of
this conference call can also be found on Crown LNG’s webpage at:
www.crownlng.com/investors and will be filed by CHAA with the SEC,
which will be available at www.sec.gov.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”), serves as exclusive financial advisor
and lead capital markets advisor to Catcha. In partnership with
CCM, WestOak Advisors serves as energy capital markets advisor to
Catcha. Emerging Asia Capital Partners Co Ltd (“EACP”) serves as
financial advisors to Crown. Goodwin Procter LLP serves as legal
counsel to Catcha. Nelson Mullins Riley & Scarborough LLP
serves as legal counsel to Crown.
About Crown LNG Holdings AS
Crown LNG Holdings AS is a leading provider of offshore LNG
liquefaction and regasification terminal infrastructure solutions
for harsh weather locations, which represent a significant
addressable market for bottom-fixed, gravity based (“GBS”)
liquefaction and regasification plants, as well as associated green
hydrogen, ammonia and power projects. Through this approach, Crown
aims to provide lower carbon sources of energy securely to
under-served markets across the globe. Visit
www.crownlng.com/investors for more information.
About Catcha Investment Corp
Catcha Investment Corp (NYSE American: CHAA) is a blank check
company, also commonly referred to as a Special Purpose Acquisition
Company, or SPAC, formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or
entities. Catcha is led by Chief Executive Officer Patrick Grove
and Chief Financial Officer Wai Kit Wong, and is sponsored by
Catcha Group, one of the earliest and most established new
economy-focused investment groups in Southeast Asia and
Australia.
Important Information and Where to Find It
In connection with the proposed transactions, PubCo intends to
file a registration statement on Form F-4 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the
“SEC”), which will include a proxy statement/prospectus and certain
other related documents, which will be both the proxy statement to
be distributed to holders of ordinary shares of Catcha in
connection with Catcha’s solicitation of proxies for the vote by
Catcha’s stockholders with respect to the proposed transactions and
other matters as may be described in the Registration Statement, as
well as the prospectus relating to the offer and sale of the
securities of PubCo to be issued in the proposed transactions.
Catcha’s stockholders and other interested persons are advised to
read, when available, the preliminary proxy statement/prospectus
included in the Registration Statement and the amendments thereto
and the definitive proxy statement/prospectus and documents
incorporated by reference therein filed in connection with the
proposed transactions, as these materials will contain important
information about the parties to the related transaction documents,
Catcha and the Company. After the Registration Statement is
declared effective, the definitive proxy statement/prospectus will
be mailed to Catcha’s stockholders as of a record date to be
established for voting on the proposed transactions and other
matters as may be described in the Registration Statement.
Stockholders will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference in the proxy
statement/prospectus, without charge, once available, at the SEC’s
web site at www.sec.gov, or by directing a request to: Catcha
Investment Corp, Level 42, Suntec Tower Three, 8 Temasek Blvd,
Singapore, Attention: Patrick Grove.
Participants in the Solicitation of Proxies
Catcha and its directors and executive officers may be deemed
participants in the solicitation of proxies from Catcha’s
stockholders with respect to the proposed transactions. A list of
the names of those directors and executive officers and a
description of their interests in Catcha is contained in the
registration statement on Form S-1, as amended, which was initially
filed by Catcha with the SEC on January 25, 2021 and is available
free of charge at the SEC’s web site at www.sec.gov, or by
directing a request to Catcha Investment Corp, Level 42, Suntec
Tower Three, 8 Temasek Blvd, Singapore, Attention: Patrick Grove.
Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
The Company’ directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of Catcha in connection with the proposed
transactions. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
transactions will be included in the Registration Statement when
available.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the transactions
described herein. This press release shall also not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933 (as
amended), or an exemption therefrom.
Forward-Looking Statements
Certain statements in this communication may be considered
forward-looking statements. These forward-looking statements
include, without limitation, Catcha’s, the Company’s and PubCo’s
expectations with respect to future performance and anticipated
financial impacts of the proposed transactions, the satisfaction of
the closing conditions to the proposed transactions and the timing
of the completion of the proposed transactions. For example,
projections of future enterprise value, revenue and other metrics
are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential” or “continue”, or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Catcha and its
management, and PubCo and the Company and their management, as the
case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of negotiations and any subsequent definitive
agreements with respect to the proposed transactions; (2) the
outcome of any legal proceedings that may be instituted against
Catcha, the Company, the combined company or others; (3) the
inability to complete the proposed transactions due to the failure
to obtain approval of the stockholders of Catcha or to satisfy
other conditions to closing; (4) changes to the proposed structure
of the proposed transactions that may be required or appropriate as
a result of applicable laws or regulations; (5) the ability to meet
stock exchange listing standards following the consummation of the
proposed transactions ; (6) the risk that the proposed transactions
disrupts current plans and operations of Catcha or the Company as a
result of the announcement and consummation of the proposed
transactions; (7) the ability to recognize the anticipated benefits
of the proposed transactions , which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (8) costs related to the proposed transactions ; (9)
changes in applicable laws or regulations; (10) the possibility
that Catcha, the Company or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(11) the Company’s estimates of expenses and profitability and
underlying assumptions with respect to stockholder redemptions and
purchase price and other adjustments; and (12) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Catcha’s
final prospectus relating to its initial public offering dated
February 11, 2021 and in subsequent filings with the SEC, including
the proxy statement relating to the proposed transactions expected
to be filed by Catcha.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date hereof. None of Catcha or the
Company undertakes any duty to update these forward-looking
statements.
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Investors Caldwell Bailey ICR, Inc.
CrownLNGIR@icrinc.com
Media Zach Gorin ICR, Inc. CrownLNGPR@icrinc.com
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