DOF Group ASA (“DOF” and together with its subsidiaries the “DOF Group”) today announces that it has agreed to acquire Maersk Supply Service A/S (“MSS”) to further enhance its position as a major integrated offshore services provider.
Offshore Service Provider
Through the newly incorporated subsidiary DOF Offshore Holding Denmark ApS, DOF will on certain terms and conditions acquire all the shares in Maersk Supply Service A/S from Maersk Supply Service Holding A/S (“MSSH”), a subsidiary of A.P. Møller Holding A/S (“A.P. Moller Holding”). The acquisition will be paid partly in cash and partly in new shares to be issued by DOF, representing a consideration of approximately USD 1.112 billion (as of close on 28.06.2024). After issuance of the consideration shares MSSH will hold 25% of the share capital in DOF. MSS will at the time of completion of the transaction own 22 high-quality subsea and AHTS vessels, following a carve-out of certain entities, vessels, assets, and liabilities.
The combined company, operating under the DOF Group name and brand, will be a leading offshore service provider with a comprehensive scale and a wide range of services across all continents in the offshore energy industries. DOF and MSS’ current operations are both strategically and geographically complementary, and future growth ambitions are strongly aligned. Leveraging the two global organizations’ strong capabilities and competencies will further enhance the combined company’s position as a major integrated offshore services provider. The combined company will be one of the largest oil services companies listed on the Oslo Stock Exchange.
Transaction rationale and highlights
- Further strengthens DOF Group’s integrated service offering and position, towards a strong oil & gas market and a growing offshore wind market
- Immediate fleet expansion without the need for substantial newbuild lead time, and with significantly lower per-vessel investment requirement
- A modern and high-quality fleet of 22 vessels, consisting of eight high-specification CSV vessels, 13 high-specification AHTS vessels, and one cable layer vessel
- Positions DOF Group with a total fleet of 65 owned vessels, creating a strong fleet among core players in the competitive landscape, and reducing the value-weighted fleet age from 11.7 years to 10.7 years
- Complementary operations and geographical fit between the two companies, strengthening scale and presence
- Substantial MSS fleet earnings growth potential from both renewal of legacy contracts and through adding subsea services earnings to the offering
- Attractively priced assets with a gross asset value of USD 1,319 million
- Further strengthening of existing shareholder base with A.P. Moller Holding, a globally recognized industrial investor in the maritime and energy industry
- Financially robust transaction lowering leverage and increasing future DOF dividend capacity
Increased Workforce
The DOF Group will, following the acquisition of MSS, comprise a workforce of more than 5,400 employees with 78 modern offshore/subsea vessels, 65 of which are owned, and engineering capacity to service both the offshore and subsea market.
Before the closing of the transaction, certain entities, vessels, assets and liabilities will be transferred out of the MSS structure and not be acquired by DOF. The offshore wind installation business has already been carved out of Maersk Supply Service. Further, the transaction does not include MSS operations in Brazil.
The acquisition is supported by the Board of Directors of MSSH, MSS and DOF, as well as shareholders in DOF representing more than 50% of the outstanding shares.
In consideration for the shares in MSS and subject to closing of the transaction, A.P. Moller Holding’s subsidiary MSSH shall at completion of the transaction receive a combination of USD 577 million in cash (to be adjusted based on the locked-box accounts and subject to further adjustments at closing) and 58,883,073 new shares in DOF, leading MSSH to hold 25% of the share capital in DOF after issuance of the consideration shares.
DOF intends to finance the cash portion of the purchase price through a combination of:
- A new debt facility of USD 500 million, to be provided by DNB, Danske Bank, Danmarks Skibskredit and Deutsche Bank, and
- An equity raise of new shares in DOF for up to the NOK equivalent of USD 125 million (the “Equity Raise”), in which MSSH has undertaken to subscribe for and be allocated 25% of the new shares to be issued subject to completion of the transaction (and as set off against cash consideration to be received)
Further information about the Equity Raise will be published by DOF in a separate stock exchange notice via newsweb.no when the Equity Raise is launched today.
Subject to the closing of the transaction, MSSH shall have the right to nominate (i) two additional members of the board of directors of DOF for two years from closing (one of whom shall also be elected as the vice chairman and one as a member of the board’s remuneration committee), and (ii) the chairman of the nomination committee of DOF for two years from closing.
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Source: MaerskSupply
