EMGS announces agreement to acquire OHM
Electromagnetic Geoservices ASA (EMGS) has entered into an agreement to acquire OHM Surveys Holding AS (OHM), a marine electromagnetic (EM) acquisition company, from certain funds controlled by Sector Asset Management and Seatrans Group (Euro Trans Skips AS) for USD 15.75 million in a stock-for-stock transaction.
As a part of the transaction, EMGS has entered into an agreement with Seatrans Group to charter the two vessels OHM Leader and OHM Express on a pay-per-use basis. The vessels will, at no standby cost, be ready to mobilise on 3-, 6- or 12-month charters over the course of the next 42 months (OHM Leader) and 30 months (OHM Express). EMGS will equip these two purpose-converted EM vessels with its custom-designed acquisition set, giving the vessels the ability to acquire the same high-quality 3D EM data as is obtained using EMGS’s purpose-built 3D EM vessels.
The two vessels will be available at short notice from Bergen and Singapore, thereby providing EMGS with capacity to quickly respond to market demand in Europe, Africa and the Asia Pacific region at substantially reduced steaming and mobilisation costs.
“This transaction enables us to respond to increased demand in a cost-efficient manner and without adding financial risk. In addition, it provides us with a strengthened intellectual property position and access to skilled EM personnel,” said Roar Bekker, EMGS chief executive officer. “Our customers will benefit from this acquisition through the considerable organisational, operational and technological synergies we see between the two companies. We are delighted to join forces and look forward to further developing the EM market and our unique technology.”
The transaction will result in the issue of 8,305,369 shares in EMGS to the sellers, representing 4.23% of the outstanding shares in EMGS. The number of EMGS shares issued has been calculated based on the volume weighted average share price the 10 last trading days prior to this announcement. The shares will be issued pursuant to a board authorization as granted by the annual general meeting in EMGS on 22 June 2011. The completion of the transaction is subject to certain conditions, including, inter alia, required corporate resolutions and completion of due diligence investigations. Provided fulfilment of the conditions, the transaction is expected to close mid-September.
The transaction also includes a pre-paid service agreement worth approximately USD 2.6 million between OHM and Rock Solid Images (RSI), which provides EMGS with additional processing capacity and expertise.
OHM was incorporated on 12.10.2010 and has not prepared any annual financial statements. OHM holds 100% of the shares in OHM Ltd and OHM Surveys Sdn Bhd (together “OHM Group”). OHM Group currently has approximately 40 employees. The CEO of OHM is Tom Atle Pedersen and its board of directors consists of Johan Hvide, Erik Evjen and Tom Atle Pedersen.
The transaction will not result in any agreements or other arrangements for the benefit from EMGS to management or members of the board of directors of either EMGS or OHM.
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