Ades Holding Co. — M&A Activity 2025

Sep 16, 2025

ADES Holding Company announces the latest development on the signing of the Transaction Agreement to acquire all issued and outstanding shares of Shelf Drilling, Ltd. Cash consideration revised to NOK 18.50 per share and supported by 53.4% voting commitments in favor of the merger.

2382 · 16/09/2025 08:05:05 · Announcement #90188 · View on Saudi Exchange

ADES Holding Company announces the latest development on the signing of the Transaction Agreement to acquire all issued and outstanding shares of Shelf Drilling, Ltd. Cash consideration revised to NOK 18.50 per share and supported by 53.4% voting commitments in favor of the merger.

Element List	Explanation
Previous Announcement	ADES Holding Company announces the signing of its directly owned subsidiary, ADES International Holding Ltd, a Transaction Agreement for ADES to acquire all issued and outstanding shares of Shelf Drilling, Ltd. by way of cash merger.
Date of Previous Announcement on Saudi Exchange’s Website	2025-08-05 Corresponding to 1447-02-11
Hyperlink to the Previous Announcement on the Saudi Exchange Website	Click Here
Latest Developments Of The Announced Event	Reference is made to the stock exchange announcement as of August 5, 2025, regarding the merger agreement entered into between Shelf Drilling, Ltd. (“Shelf Drilling” or the "Company"), ADES International Holding, Ltd. ("ADES") and ADES International Cayman ("BidCo") (the "Proposed Merger").

The Company, ADES and BidCo have agreed on revised terms of the Proposed Merger whereby the cash consideration is increased to NOK 18.50 (the "Revised Cash Consideration") per share. This Revised Cash Consideration has received irrevocable pre-commitments which, when including ADES’ stake, represents 53.4% votes in favor of the Proposed Merger compared to 15.0% pre-commitments received prior to the Proposed Merger announcement on August 5, 2025.

The Proposed Merger with the Revised Cash Consideration is unanimously recommended by the board of directors of Shelf Drilling.

Following discussions with senior management of the Company and after careful consideration of Shelf Drilling's current trading, jack-up market fundamentals as well as USD 10 million upwards revised cost synergies estimate to USD 50-60 million on an annual basis (from previously announced USD 40-50 million), ADES has increased its offer to the Revised Cash Consideration. The impact on the overall Enterprise Value of the Company, payable by ADES, represents an increase of approx. 6%.

All other terms of the Proposed Merger remain unchanged.

The Company will invite shareholders to a new extraordinary general meeting to seek necessary shareholder approval of the Proposed Merger with the Revised Cash Consideration.

The transaction timetable remains unchanged as per the Company and ADES joint announcement on August 5, 2025, with closing expected to occur in Q4 2025. The costs associated with the event, and if they have changed or not with indication of the reasons. The cash consideration increased to NOK 18.50 per share. The impact on the overall Enterprise Value of the Company, payable by ADES, represents an increase of approx. 6%. Attached Documents  

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