FORNEBU, Norway, March 20, 2023 /PRNewswire/ -- Akastor ASA (OSE:
AKAST) has today entered into a share purchase agreement with ABL
Group ASA (OSE: ABL) ("ABL Group") for the sale of all shares in
AGR AS ("AGR") against a combination of shares in ABL Group and
cash. Through this sale, Akastor will become a shareholder in ABL
Group, which offers independent energy and marine consultancy to
the global renewables, maritime and oil and gas sectors.
"Since Akastor's entry into AGR, through the combination with
First Geo in 2019, the company has delivered consistent growth and
profitability. The combination of AGR and ABL Group creates a
company with a large global client base and a more suitable
financial platform for growth. We look forward to participating in
the next phase of AGR's growth, now as shareholders in ABL Group,"
says Karl Erik Kjelstad, CEO of
Akastor ASA.
"This is a good fit for ABL Group. The acquisition gives ABL
Group a strong position in well and reservoir consultancy, grows
our position within digitalisation and energy transition solutions,
and expands our services with a resourcing offering that is already
well established in the oil and gas sector and positioned for
growth within offshore wind," says Reuben
Segal, CEO of ABL Group.
THE TRANSACTION
The transaction values AGR at NOK 262.5
million on a cash and debt free basis. The equity purchase
price of NOK 352.9 million, which
includes a NOK 90.4 million
adjustment for net cash and normalized net working capital in AGR
is based on a "locked box" balance sheet as of 31 December 2022, and will be settled as
follows:
- NOK 272.5 million to be settled
through issuance of 18,166,667 ordinary ABL Group shares (the
"Consideration Shares") at a subscription price of NOK 15 per ABL Group share, representing 14.8% of
outstanding shares post issue; and
- NOK 80.4 million (the "Cash
Consideration"), to be settled in cash on completion or, subject to
certain conditions, within 20 business days of completion.
The Cash Consideration will be adjusted for leakage and is
expected to be lower on completion due to planned carve-out
transactions and excess cash distribution. Certain defined assets
are excluded from the transaction and will be carved-out prior to
completion and retained by Akastor. This includes AGR's ownership
in Føn Energy Services AS.
As part of the completion of the transaction, the current term
loans from each of Akastor, Nordea and DNB towards AGR will be
fully settled by the Consideration Shares and parts of the Cash
Consideration, subject to certain adjustments based on prevailing
ABL Group share price at time of completion. Similarly, the equity
participation agreement by and between Akastor, DNB and Nordea
concerning the ownership of AGR will be settled. After
completion of the transaction, each of Akastor, DNB and Nordea will
own 1/3 of the Consideration Shares, with potential for adjustments
should the ABL Group share price exceed a certain level at time of
completion of the transaction.
The share purchase agreement is otherwise entered into on
customary terms and includes such as a 12-month lock-up on the
Consideration Shares, which will apply for Akastor, Nordea and
DNB.
Completion of the acquisition is expected on or around 18 April 2023. The transaction is subject to
approval of the issuance of the Consideration Shares by an
extraordinary general meeting (EGM) in ABL Group to be held on or
about 12 April 2023. Shareholders
representing approximately 40% of the shares in ABL Group ASA have
signed voting undertakings to vote in favour at the EGM.
Following signing of the agreement, AGR will be presented as
discontinued operations for Akastor and held for sale until
completion of the transaction. Based on the current share price of
ABL Group, the transaction is expected to generate an accounting
gain upon completion.
For further information, please contact:
Øyvind Paaske
Chief Financial Officer
Tel: +47 917 59 705
E-mail: oyvind.paaske@akastor.com
About AGR
AGR is a multi-disciplinary engineering consultancy and software
provider to the energy sector. The company offers consultancy,
asset evaluation, peer study, software and integrated well
engineering services. In 2022, AGR delivered revenue of
NOK 790 million and an adjusted
EBITDA of NOK 60 million.
For further information, please visit homepage:
https://agr.com/
About Akastor
Akastor is a Norway-based
oil-services investment company with a portfolio of industrial
holdings and other investments. The company has a flexible mandate
for active ownership and long-term value creation.
For further information, please visit homepage:
https://akastor.com/
About ABL Group
ABL Group (OSE: ABL Group ASA – ticker code "ABL") offers
independent energy and marine consultancy to the global renewables,
maritime and oil and gas sectors. The group has offices in 38
countries worldwide. ABL Group operates under six brands: ABL, OWC,
Innosea, Longitude, Add Energy and ABL Yachts.
For further information, please visit homepage:
https://abl-group.com/
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