Bruton Limited (BRUT) – Agreement to Merge with International Seaways, Inc.
Igår, 08:30
Igår, 08:30
Hamilton, Bermuda, 16 October 2026
Bruton Limited (“Bruton” or the “Company”) is pleased to announce that it has entered into a Transaction Agreement and a Bermuda law Statutory Merger Agreement (the “Merger Agreements”) dated 16 October 2026 with International Seaways, Inc., a Marshall Islands law governed corporation listed on the New York Stock Exchange (“International Seaways”) and Bravo Ltd., a Bermuda exempted company limited by shares and an indirect subsidiary of International Seaways (“Merger Sub”).
Pursuant to the Merger Agreements, Merger Sub will merge with and into Bruton, with Bruton surviving as an indirect subsidiary of International Seaways (the “Merger”).
The execution of the Merger Agreements follows an initial private placement by International Seaways, whereby International Seaways has agreed with certain significant holders of Bruton’s Norwegian Depository Receipts (“NDRs”), including Drew Holdings Ltd. and Koch Inc., representing in aggregate 50.5% of Bruton's outstanding shares/NDRs, to exchange their Bruton NDRs for newly issued shares in International Seaways (the “Exchange”) at an exchange rate of 0.0519 shares in International Seaways per share in Bruton (the “Exchange Ratio”). The completion of the Exchange is expected on or about 20 October 2026.
On the effective time of the Merger, each ordinary share in Bruton immediately prior to the effective time, other than certain excluded shares and shares with respect to which dissenter rights have been validly exercised under the Bermuda Companies Act 1981 (the “Companies Act”), will be cancelled and ultimately exchanged for the agreed merger consideration.
Holders of more than 10,000 NDRs in Bruton will receive newly issued shares in International Seaways’ common stock (the “Consideration Shares”) for each share in Bruton, at the same Exchange Ratio as in the Exchange. The Share Consideration will be delivered to the applicable NDR holders in the form of Computershare Direct Registration System (DRS) book-entry shares. Further information about such delivery will be announced in due course.
International Seaways’ shares are listed on the New York Stock Exchange. The Consideration Shares are intended to be issued in reliance on the exemption from U.S. registration requirements pursuant to Rule 802 under the U.S. Securities Act of 1933, amended.
Holders of 10,000 NDRs or less will receive cash consideration of the NOK equivalent to USD 6.3044 per NDR/share in Bruton (the “Cash Consideration”).
The Merger is expected to complete early November 2026, subject to customary conditions, including approval by the Company’s Special General Meeting (“SGM”) by majority vote. Pursuant to the Exchange, holders of approximately 50.5% of the shares/NDRs in the Company have agreed to vote their shares/NDRs in favour of the Merger.
The Cash Consideration will be distributed to the applicable NDR holders shortly after the completion of the Merger.
The board of directors of Bruton (the “Board”) has unanimously approved the Merger Agreements and determined that the terms of the Merger are fair to and in the best interests of Bruton and its shareholders, and unanimously resolved to recommend that Bruton's shareholders approve the Merger.
In connection with its determination, the Board has received a fairness opinion from Pareto Securities AS (“Pareto”), as financial adviser to Bruton, stating that, as of the date of the opinion and subject to the assumptions, limitations and qualifications set out therein, the Exchange Ratio and the Cash Consideration are fair, from a financial point of view, to Bruton's shareholders.
The Board has considered the Merger Agreements on the basis of the applicable rules and regulations concerning equal treatment. The Board is of the view that it will be in the common interest of the Company and its shareholders to enter into the Merger Agreements, and complete the Merger, in particular because the Merger provides for a premium to the considered fair value of the Company’s share and the prevailing share price.
The Board acknowledges that the Merger implies different treatment of NDR holders in two respects, the first being as between those receiving Cash Consideration and those receiving Consideration Shares. The Board has considered the proposed deviation from equal treatment principles well founded, as it is designed to relieve a larger number of minority NDR holders of additional administrative steps and transaction costs they would otherwise incur, noting that such holders remain free to purchase shares in International Seaways in the market if they wish to hold shares in International Seaways following completion.
Further, the Board acknowledges that the second respect in which shareholders will be treated differently is as between the fixed Exchange Ratio applicable to NDR holders receiving Consideration Shares and the Cash Consideration payable to NDR holders receiving cash, where the share consideration is a fixed exchange ratio whose value moves with International Seaways’ share price, whereas the Cash Consideration is a fixed US$ amount per share determined at signing by reference to the agreed pre-signing value of the Consideration Shares. The Board has considered both forms of consideration to be of equivalent value when agreed, and has found this approach reasonable as it gives certainty of value to smaller holders, who bear no risk on the price of the shares in International Seaways, or selling costs or exposure to settlement on the NYSE. The Board acknowledges that, in the period between signing and completion, the value of the consideration shares could diverge from the cash consideration, in either direction, but has considered this acceptable having regard to those benefits and to the rights available to dissenting shareholders under section 106 of the Companies Act.
Bruton's shares are registered in the name of Equro Issuer Services AS (“Equro”) in Bruton's register of members, and Equro has issued the NDRs in respect of such shares through Euronext Securities Oslo. The NDRs will, with certain exceptions, carry the same shareholder rights as the underlying shares, including the right to Consideration Shares or Cash Consideration upon completion of the Merger (as applicable). For the mentioned exceptions, including the right to dissent, holders of NDRs should refer to the notice of the SGM for further information, including on the process and deadline for converting NDRs into shares registered directly in Bruton's register of members.
The Merger is conditional upon the approval by the SGM. Notice of the SGM, together with a copy of the Statutory Merger Agreement, a statement of the fair value of Bruton's shares as determined by each of Bruton and International Seaways, and a statement of shareholders' rights to dissent, will be circulated to all Bruton shareholders on record as of the end of business on the date hereof and who are entitled to vote on or around 19 October 2026, on not less than seven days' notice, in accordance with Bruton's Bye-laws and the Companies Act.
Bruton intends to apply for its shares to be delisted from Euronext Growth Oslo as promptly as practicable after the completion of the Merger.
Morgan Stanley & Co LLC and Pareto Securities AS are acting as financial advisors to Bruton. Conyers Dill & Pearman Limited is acting as Bermuda legal counsel and Ro Sommernes Advokatfirma AS is acting as Norwegian legal counsel to Bruton.
Moelis & Company LLC and Clarksons Securities AS are acting as financial advisor to International Seaways. Wachtell, Lipton, Rosen & Katz is acting as U.S. legal counsel, Carey Olsen is acting as Bermuda legal counsel and Schjødt is acting as Norwegian legal counsel to International Seaways.
FURTHER INFORMATION
Further information regarding the Merger will be released by Bruton on the Euronext Oslo information platform and distributed to Bruton's shareholders in connection with the notice of SGM and in due course prior to the effectiveness of the Merger. Shareholders are encouraged to read such information and all related materials carefully when they become available, as they will contain important information regarding the Merger.
For further queries, please contact:
Lars-Christian Svensen,
Contracted CEO
Telephone +47 476 38 756
INSIDE INFORMATION
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Alfi Lao on behalf of Bruton Limited on 16 October 2026 at 08.30 CET.
About Bruton Limited
Bruton Limited is a pure play modern VLCC company with 1 vessel operating and 3 vessels under construction at New Times Shipyard with scheduled delivery between Q4 2026 and Q4 2027.
ABOUT INTERNATIONAL SEAWAYS, INC.
International Seaways, Inc. (NYSE: INSW) is one of the largest public tanker companies in the world, providing seaborne transportation services for crude oil and refined petroleum products. International Seaways owns and operates a fleet across the principal tanker asset classes, including vessels on order. Seaways focuses on the safe and reliable operation of its fleet and primarily employs its vessels in commercial pools, most of which it has an ownership interest, enhancing scale and market access. International Seaways is headquartered in New York City, N.Y. Additional information is available at https://www.intlseas.com.
Important Information
This announcement is for information purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. This announcement is not intended as investment advice and should not be relied upon in substitution for the exercise of independent judgement. The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession this announcement comes are required to inform themselves about and observe any such restrictions.
This announcement contains forward-looking statements, including statements regarding the Merger, the expected timing and completion of the Merger, the Exchange, the expected shareholder approval process, expected settlement procedures, expected delisting and other statements that are not historical facts. Forward-looking statements are based on assumptions and are subject to risks, uncertainties and contingencies, including the risk that the Merger may not be completed within the expected timeframe or at all, the risk that required approvals or conditions may not be obtained or satisfied, and other risks affecting Bruton and the shipping industry. Bruton does not undertake any obligation to update or revise any forward-looking statements, except as required by applicable law.
Igår, 08:30
Hamilton, Bermuda, 16 October 2026
Bruton Limited (“Bruton” or the “Company”) is pleased to announce that it has entered into a Transaction Agreement and a Bermuda law Statutory Merger Agreement (the “Merger Agreements”) dated 16 October 2026 with International Seaways, Inc., a Marshall Islands law governed corporation listed on the New York Stock Exchange (“International Seaways”) and Bravo Ltd., a Bermuda exempted company limited by shares and an indirect subsidiary of International Seaways (“Merger Sub”).
Pursuant to the Merger Agreements, Merger Sub will merge with and into Bruton, with Bruton surviving as an indirect subsidiary of International Seaways (the “Merger”).
The execution of the Merger Agreements follows an initial private placement by International Seaways, whereby International Seaways has agreed with certain significant holders of Bruton’s Norwegian Depository Receipts (“NDRs”), including Drew Holdings Ltd. and Koch Inc., representing in aggregate 50.5% of Bruton's outstanding shares/NDRs, to exchange their Bruton NDRs for newly issued shares in International Seaways (the “Exchange”) at an exchange rate of 0.0519 shares in International Seaways per share in Bruton (the “Exchange Ratio”). The completion of the Exchange is expected on or about 20 October 2026.
On the effective time of the Merger, each ordinary share in Bruton immediately prior to the effective time, other than certain excluded shares and shares with respect to which dissenter rights have been validly exercised under the Bermuda Companies Act 1981 (the “Companies Act”), will be cancelled and ultimately exchanged for the agreed merger consideration.
Holders of more than 10,000 NDRs in Bruton will receive newly issued shares in International Seaways’ common stock (the “Consideration Shares”) for each share in Bruton, at the same Exchange Ratio as in the Exchange. The Share Consideration will be delivered to the applicable NDR holders in the form of Computershare Direct Registration System (DRS) book-entry shares. Further information about such delivery will be announced in due course.
International Seaways’ shares are listed on the New York Stock Exchange. The Consideration Shares are intended to be issued in reliance on the exemption from U.S. registration requirements pursuant to Rule 802 under the U.S. Securities Act of 1933, amended.
Holders of 10,000 NDRs or less will receive cash consideration of the NOK equivalent to USD 6.3044 per NDR/share in Bruton (the “Cash Consideration”).
The Merger is expected to complete early November 2026, subject to customary conditions, including approval by the Company’s Special General Meeting (“SGM”) by majority vote. Pursuant to the Exchange, holders of approximately 50.5% of the shares/NDRs in the Company have agreed to vote their shares/NDRs in favour of the Merger.
The Cash Consideration will be distributed to the applicable NDR holders shortly after the completion of the Merger.
The board of directors of Bruton (the “Board”) has unanimously approved the Merger Agreements and determined that the terms of the Merger are fair to and in the best interests of Bruton and its shareholders, and unanimously resolved to recommend that Bruton's shareholders approve the Merger.
In connection with its determination, the Board has received a fairness opinion from Pareto Securities AS (“Pareto”), as financial adviser to Bruton, stating that, as of the date of the opinion and subject to the assumptions, limitations and qualifications set out therein, the Exchange Ratio and the Cash Consideration are fair, from a financial point of view, to Bruton's shareholders.
The Board has considered the Merger Agreements on the basis of the applicable rules and regulations concerning equal treatment. The Board is of the view that it will be in the common interest of the Company and its shareholders to enter into the Merger Agreements, and complete the Merger, in particular because the Merger provides for a premium to the considered fair value of the Company’s share and the prevailing share price.
The Board acknowledges that the Merger implies different treatment of NDR holders in two respects, the first being as between those receiving Cash Consideration and those receiving Consideration Shares. The Board has considered the proposed deviation from equal treatment principles well founded, as it is designed to relieve a larger number of minority NDR holders of additional administrative steps and transaction costs they would otherwise incur, noting that such holders remain free to purchase shares in International Seaways in the market if they wish to hold shares in International Seaways following completion.
Further, the Board acknowledges that the second respect in which shareholders will be treated differently is as between the fixed Exchange Ratio applicable to NDR holders receiving Consideration Shares and the Cash Consideration payable to NDR holders receiving cash, where the share consideration is a fixed exchange ratio whose value moves with International Seaways’ share price, whereas the Cash Consideration is a fixed US$ amount per share determined at signing by reference to the agreed pre-signing value of the Consideration Shares. The Board has considered both forms of consideration to be of equivalent value when agreed, and has found this approach reasonable as it gives certainty of value to smaller holders, who bear no risk on the price of the shares in International Seaways, or selling costs or exposure to settlement on the NYSE. The Board acknowledges that, in the period between signing and completion, the value of the consideration shares could diverge from the cash consideration, in either direction, but has considered this acceptable having regard to those benefits and to the rights available to dissenting shareholders under section 106 of the Companies Act.
Bruton's shares are registered in the name of Equro Issuer Services AS (“Equro”) in Bruton's register of members, and Equro has issued the NDRs in respect of such shares through Euronext Securities Oslo. The NDRs will, with certain exceptions, carry the same shareholder rights as the underlying shares, including the right to Consideration Shares or Cash Consideration upon completion of the Merger (as applicable). For the mentioned exceptions, including the right to dissent, holders of NDRs should refer to the notice of the SGM for further information, including on the process and deadline for converting NDRs into shares registered directly in Bruton's register of members.
The Merger is conditional upon the approval by the SGM. Notice of the SGM, together with a copy of the Statutory Merger Agreement, a statement of the fair value of Bruton's shares as determined by each of Bruton and International Seaways, and a statement of shareholders' rights to dissent, will be circulated to all Bruton shareholders on record as of the end of business on the date hereof and who are entitled to vote on or around 19 October 2026, on not less than seven days' notice, in accordance with Bruton's Bye-laws and the Companies Act.
Bruton intends to apply for its shares to be delisted from Euronext Growth Oslo as promptly as practicable after the completion of the Merger.
Morgan Stanley & Co LLC and Pareto Securities AS are acting as financial advisors to Bruton. Conyers Dill & Pearman Limited is acting as Bermuda legal counsel and Ro Sommernes Advokatfirma AS is acting as Norwegian legal counsel to Bruton.
Moelis & Company LLC and Clarksons Securities AS are acting as financial advisor to International Seaways. Wachtell, Lipton, Rosen & Katz is acting as U.S. legal counsel, Carey Olsen is acting as Bermuda legal counsel and Schjødt is acting as Norwegian legal counsel to International Seaways.
FURTHER INFORMATION
Further information regarding the Merger will be released by Bruton on the Euronext Oslo information platform and distributed to Bruton's shareholders in connection with the notice of SGM and in due course prior to the effectiveness of the Merger. Shareholders are encouraged to read such information and all related materials carefully when they become available, as they will contain important information regarding the Merger.
For further queries, please contact:
Lars-Christian Svensen,
Contracted CEO
Telephone +47 476 38 756
INSIDE INFORMATION
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Alfi Lao on behalf of Bruton Limited on 16 October 2026 at 08.30 CET.
About Bruton Limited
Bruton Limited is a pure play modern VLCC company with 1 vessel operating and 3 vessels under construction at New Times Shipyard with scheduled delivery between Q4 2026 and Q4 2027.
ABOUT INTERNATIONAL SEAWAYS, INC.
International Seaways, Inc. (NYSE: INSW) is one of the largest public tanker companies in the world, providing seaborne transportation services for crude oil and refined petroleum products. International Seaways owns and operates a fleet across the principal tanker asset classes, including vessels on order. Seaways focuses on the safe and reliable operation of its fleet and primarily employs its vessels in commercial pools, most of which it has an ownership interest, enhancing scale and market access. International Seaways is headquartered in New York City, N.Y. Additional information is available at https://www.intlseas.com.
Important Information
This announcement is for information purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. This announcement is not intended as investment advice and should not be relied upon in substitution for the exercise of independent judgement. The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession this announcement comes are required to inform themselves about and observe any such restrictions.
This announcement contains forward-looking statements, including statements regarding the Merger, the expected timing and completion of the Merger, the Exchange, the expected shareholder approval process, expected settlement procedures, expected delisting and other statements that are not historical facts. Forward-looking statements are based on assumptions and are subject to risks, uncertainties and contingencies, including the risk that the Merger may not be completed within the expected timeframe or at all, the risk that required approvals or conditions may not be obtained or satisfied, and other risks affecting Bruton and the shipping industry. Bruton does not undertake any obligation to update or revise any forward-looking statements, except as required by applicable law.
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