Share Issue/Capital Change • May 2, 2017
Share Issue/Capital Change
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Hunter Group ASA enters into definitive agreement to acquire Dwellop AS
Oslo, 2 May 2017
This stock exchange announcement is made pursuant to the Continuing Obligations
of the Oslo Stock Exchange section 3.4 (extended announcement). Reference is
made to previous announcements concerning the contemplated acquisition of
Dwellop AS (the "Transaction") as first announced on 20 March 2017, and latest
the announcement of 24 April 2017 regarding completion of the extraordinary
general meeting of Hunter Group ASA (formerly: Badger Explorer ASA) ("Hunter
Group" or the "Company"), at which the Company's shareholders granted the Board
of Directors an authorisation to issue consideration shares in connection with
the completion of the Transaction.
The Company has today signed a definitive agreement (the "Agreement") to acquire
100% of the outstanding shares in Dwellop AS ("Dwellop") for a purchase price of
NOK 185,000,000, whereof NOK 60,000,000 shall be settled in cash at completion
of the Transaction and NOK 125,000,000 shall be settled by issuance of
192,307,692 new shares in the Company at a subscription price of NOK 0.65 per
share (the "Consideration Shares"). The Transaction is expected to take place
towards the end of May 2017.
Parties to the transaction, transaction structure and consideration
Prior to the Transaction, Dwellop is owned by its management and key employees
(the "Sellers"). Hunter Group has entered into an agreement with the Sellers to
acquire 100% of the outstanding shares of Dwellop and issue the Consideration
Shares to the Sellers. Completion of the Transaction is subject to none of the
parties being in material breach of the Agreement.
The Agreement otherwise contains terms customary in the Norwegian market,
including representation and warranties and indemnities given by the Sellers.
The cash consideration will be paid at completion using the Company's existing
cash reserves.
The Consideration Shares will be issued on completion of the Transaction using
the authorisation granted to the Board of Directors of the Company issued on 24
April 2017. The Sellers have undertaken not to transfer or sell their
Consideration Shares for 36 months following completion of the Transaction.
The Consideration Shares will be issued on a separate ISIN awaiting approval of
an information document, which is expected to be published in the beginning of
June 2017. The Consideration Shares will otherwise have the same rights as the
Company's ordinary shares.
Members of the Dwellop management team are Sellers under the Agreement. There
are no other agreements entered into, or that are planned to be entered into, in
connection with the Transaction for the benefit of senior employees or members
of the Board of Directors of the Company or for the senior employees or board of
directors of Dwellop.
Significance of the transaction for Hunter Group
The acquisition of Dwellop represents an important milestone for Hunter Group
under the new oil service consolidation strategy. The Company believes that
products and technologies facilitating enhanced oil recovery ("EOR") at low
costs will continue to be attractive going forward as it will increase oil
companies' returns on existing assets. Dwellop is refining its business model to
make EOR initiatives even more attractive for its clients. Hunter Group is
already actively supporting Dwellop's management team in strengthening its
position in the well intervention market, both through organic growth
initiatives and add-on M&A opportunities. The Transaction is structured to align
the interests of the Company's shareholders, Dwellop's management team and the
Sellers. Due to Dwellop's strong business and product portfolio, the company
will be organized as a standalone portfolio company of Hunter Group and will be
developed as a separate business going forward. In addition to evaluating add-on
acquisition opportunities to Dwellop in the well intervention segment, Hunter
Group is also pursuing other strategic oil services investment opportunities to
build a larger company in line with the communicated strategy.
***
Additional information about Dwellop
Dwellop:
Dwellop is an independent systems and technology provider delivering topside
handling equipment for well intervention, workover and plugging & abandonment
(P&A) operations. A large part of the business is focused on the design and
manufacturing of high quality mechanical and structural wireline, coil tubing
and pipe handling equipment for the global well intervention market. Dwellop's
business model covers both sale and rental of equipment and systems to E&P
companies, service providers and vessel/rig owners, and the company has a broad
product portfolio for safe and cost efficient well intervention operations.
During the last three years, Dwellop has been successful in establishing the
company as a pioneer within modular workover rigs and surface handling equipment
to the well intervention market. With a leading position in this attractive
market niche, Dwellop is in a unique position to grow in a recovering market.
The company is currently involved in several advanced discussions with clients
for modular rig projects intended for well intervention and P&A operations. The
company is headquartered in Stavanger, Norway. Dwellop's history dates back to
1989 and currently the company has 37 employees. In 2016, Dwellop generated NOK
209 million in revenues, NOK 46.5 million in EBITDA and NOK 38.2 million in net
income.
As at the date of this announcement, Dwellop's board of directors consists of
six individuals. The board members and current term of office are set out in the
table below. After the completion of the Transaction, Hunter Group will own 100%
of Dwellop and will change the board composition of the company.
Name Position Served since Term expires
John Vemmestad Chairman 2014 2018
Helge Hustoft Board Member 2014 2018
Sigmund Prestegård Board Member 2016 2018
Stein Diesen Board Member 2016 2018
Geir Berge Board Member 2016 2018
Torstein Slåtto Thomassen Board Member 2016 2018
As at the date of this announcement, Dwellop's management team consists of six
individuals. The management team is presented in the table below:
Name Position Employed since
Helge Hustoft Chief Executive Officer 2007
Arne Rødeseike VP Well Intervention Systems 2009
Martin Lingsten VP Workover Rigs 2007
Endre M. Gaard VP Business Development 2014
Geir Berge Procurement Manager 2014
Bitten Børresen Sterri Finance Manager 2012
As at the date of this announcement, Dwellop's share capital is NOK 5,000,000,
divided into 5,000,000 shares, each share having a par value of NOK 1.
Please find below certain key financial figures (all in NOK million):
Year ended 31 December
In NOK million 2016 2015 2014
(audited) (audited) (audited)
Operating revenue 209.0 73.4 94.2
Profit (loss) before tax 47.6 24.1 -11.2
Profit (loss) for the period 38.3 18.6 -11.2
Total assets 123.9 105.3 77.3
Total equity 64.0 35.8 -6.2
Total liabilities 59.8 69.5 83.5
EBITDA 46.5 8.0 -14.3
For further information about Dwellop, please refer to www.dwellop.no.
***
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Vegard Urnes at +47 905 85 432
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