The deal is based on an enterprise value for NESCOS AS of NOK 82.5 million and an equity value of NOK 62.5 million pre- transactions. CONVEXA has an option for 24 months to invest an additional NOK 10 million on the same terms. The deal, which requires approval of both parties' corporate bodies, will give CONVEXA a seat on the Board of Directors of NESCOS. The closing of the transaction will, in addition to board approvals, be conditional upon satisfactory completion of due diligence and the execution of a definitive Investment and Shareholder Agreement. The new equity will be used as working capital by NESCOS in its marketing drive to commercialize the unique NESCOS rotating valve technology.
This innovative product commercialization is also represented by the co-operation agreement with Houston based: Precision Completion Systems, under which NESCOS technology has become part of a multi year completion contract with a major oil company (reported 23.06.2005). GGS has also entered into an agreement that gives Precision Completion Systems a 12- month option to buy 2.5 % of NESCOS based on an equity value of NOK 100 million.
Angela Ryder-Langley, President of PCS stated: "It is our intention to insure successful deployments of the rotating choking sleeve from NESCOS AS along with our current equipment packages". The addition of the NESCOS products gives our customers the opportunity to control their reservoirs in real time. This pro-active approach can prevent damage and allow for the correction of anomalies as they occur. Cost savings is realized immediately."
In the financial statements of GGS for 2003 and 2004 the GGS shareholding in NESCOS has been booked at zero value. GGS expects to make an adjustment to this valuation in future financial reports.
Morten Andersen, Chairman of the Board of GGS, states: "I am looking forward to having CONVEXA as a partner in NESCOS and to work closely with Bjørge Gretland and his team. CONVEXA has a proven track record in developing values in technology companies". "The deal is in line with GGS`s pronounced strategy for a 2-3 year period for NESCOS: Firstly to make the shareholder values in NESCOS visible, secondly to develop the values and finally to make the values accessible to the shareholders in GGS. "
Global Geo Services (GGS) specializes in the planning, collection/processing and marketing of non-exclusive (or multi-client) seismic surveys. GGS's PC-2000 2D seismic survey in the Iranian Persian Gulf is one of the largest surveys of its kind. GGS can also offer shallow water 2D or 3D seismic data collection via its chartered vessel Geomariner 1. GGS is a Norwegian registered company with headquarters near Oslo and regional offices in London and Tehran.
Convexa is a Leading Norwegian Venture Capital Company Convexa focuses on accelerating Scandinavian technology companies to the international markets. Convexa is an active investor from early stage all the way to IPO or trade sale and has demonstrated value creation from direct investments in a large number of technology companies.
NESCOS AS (formerly Triangle Equipment AS) is a provider of advanced downhole well completion equipment to the international oil and gas industry.
Their two main products are the NESCOS smart well system and the MRS flow valve.
NESCOS is an all-hydraulic smart well completion system for flow control in hydrocarbon producing and water injection wells. NESCOS has several innovative features, such as rotation sleeve, metal-to-metal sealing and multi-position choke.
Precision Completion Systems was formed in 1999 under the Precision Services Inc. Corporate Structure to provide technical expertise with completion designs for International Oil & Gas operations. PCS is currently involved in the development of new technologies for zonal isolation and control of new and existing well completions. Precision Completion Systems along with NESCOS AS are developing second-generation life of well systems for its current customer base. Precision Completion Systems provides completion products for single and dual zone completions along with the accessories necessary to successfully complete oil and gas wells.
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