The Smedvig family will sell their holdings in Smedvig Tankships Ltd. to rival Bona Shipholding Ltd., company chairman Mr. Peter Smedvig announced yesterday.

The acquisition will bring Bona's holdings in Smedvig to 96.8 percent.

Bona originally bought two-thirds of Smedvig's shares on October 8.

Lloyd's List called the move an "audacious dawn raid'' and added the takeover is the biggest shipping story in years.

Crude oil carrier owner/operator Smedvig, and Bona, the tanker arm of Norwegian ship owner Leif Hoegh, are Bermuda-registered.

Smedvig reported yesterday that 75.7 percent of its share capital is now owned by Bona and Mr. Peter T. Smedvig and the Smedvig family representing 4,020,598 shares, or 21.1 percent of the share capital, have agreed to accept the offer by November 13, 1995.

Remaining minority shareholders, holding 3.2 percent of the company's share capital, have limited rights under Bermuda's Companies Act and the board of Smedvig recommends they accept the October 17 offer.

After the completed offer, Bona intends to propose to Smedvig shareholders, in a general meeting, that shares of Smedvig be de-listed from the Oslo Stock Exchange.

In a news release from Smedvig, Mr. Smedvig said: "I would like to thank all employees of Smedvig Tankships for their hard work both on board our vessels and on shore.

"You can be especially proud of your many years of loyal service to our organisation.

"We have achieved our goal of creating a leading Aframax tanker company providing services to some of the most demanding customers in the world.'' He also recognised contributions of fellow board members.

"They have been a consistent source of guidance for me and provided many valuable insights on the development of our business.

"We have agreed satisfactory conditions for transferring management control of the company and the board resigned today,'' he said.

Smedvig CFO Mr. Gustav Blom was scheduled to speak at the inaugural Bermuda International Shipping Association conference last week but, due to the takeover, cancelled days before the engagement.

Prior to the takeover, estimated to cost $152 million, the two companies had discussed merging.

It was reported that Bona president Mr. John Smadal had initiated merger talks.

Smedvig was incorporated in Bermuda on April 27, 1993, and acquired the integrated shipping interests of the Smedvig family, which date back to 1915.

An international initial public offering (IPO) of shares was completed in June 1993 raising $138 million.

Since the IPO, Smedvig has lost $32.2 million.

The objective of the IPO was to add up to six modern Aframax crude oil carriers to the existing fleet of five vessels and become a leading operator in this segment.

Smedvig currently has a fleet of 11 crude oil carriers, three of which are 50 percent owned under a joint venture with Soponata of Portugal.

The takeover creates a major medium-sized tanker and OBO group with a fleet of about 27 owned vessels worth about $680 million and annual time charter revenues of $100-$150 million.

"Although the full recovery in the tanker market had not been anticipated by the board until the latter half of the decade, the lack of improvement in the market since the flotation has been a disappointment.

"Underlying growth of oil consumption was unexpectedly countered by a shift in trading patterns replacing the long haul business from the Middle East with shorter haul non-OPEC oil production,'' Smedvig said.

"This created difficult operating conditions for all tanker owners including Smedvig Tankships and our results have been unsatisfactory.'' The company also said that: "A period of relative market under-performance and illiquidity began in January with Smedvig trading at a deeper discount to market adjusted net asset value (NAV) than other comparable tanker operations.

The company had NatWest Securities Ltd. assist in identifying methods of enhancing shareholder value and improving liquidity which included possible consolidation with another company.

When Bona completed an international capital issue in late 1993, it indicated its intention to focus on medium sized tankers, OBO and long range product carriers and to build its fleet by investing in second-hand vessels and completing an Aframax new building programme, Smedvig added.

By July, Bona had not fully invested its available funds in shipping assets and its remaining Aframax programme had been cancelled, Smedvig said. It was in this context that Bona contacted Smedvig to discuss merging. Smedvig took a position of interest but differences became apparent, said Smedvig.

"Smedvig felt that its shareholders would be better served by a fully valued share exchange resulting in a larger combined entity with greater liquidity in the shares.

"Bona was not, however, prepared to provide an alternative of cash or shares,'' Smedvig said.

Other possible business combinations under review at the time appeared to offer greater potential value to the company's shareholders and to pursue these avenues discussions with Bona were postponed.

Shortly after Bona was notified of the postponement, the offer of $8 per share, "significantly better'' than was indicated in the earlier discussions, was made direct to shareholders, Smedvig said.

The offer price represented a premium of 25 percent to the share price of $6.40 just prior to the offer and values Smedvig at $152.3 million, equal to the company's NAV estimated by management at June 30, 1995. But the offer attributed no value to the company's fleet of eight modern Aframax tankers beyond the sum of the values represented by its individual constituents.

A block disposal of such a fleet might have attracted a premium price over the value of its individual constituents, said Smedvig.

The mandatory cash consideration does not offer shareholders a direct option to maintain an investment in the combined entity. Given the relatively free float in Bona shares, investors can easily reinvest cash proceeds in the combined entity and benefit from any future improvement in trading conditions.

The amalgamation of the company with another Bermuda company can be approved by a majority of three-quarters. Any shareholder not voting for the amalgamation may apply to Bermuda court to appraise fair value of his shares.

Under section 103 of Bermuda's Companies Act 1981, Bona has expressed its intention to purchase the remaining shares.