The offer values Active Subsea's equity at approximately NOK 1.31 billion (approximately U.S. $242 million at exchange rates as of November 2, 2007).
The board of directors and management of Active Subsea believe that it is in the best interests of the company's shareholders to support the offer. All board members in Active Subsea have pre-accepted the offer for the shares they hold in Active Subsea, including options and warrants.
The transaction is expected to be completed in the fourth quarter of 2007 and is subject to regulatory and other customary approvals, as well as to Trico receiving valid and unconditional acceptances of the offer from shareholders representing more than 90% of the fully diluted shares of Active Subsea.
Active Subsea ASA is an offshore services company based in Alesund, Norway with eight medium-sized VS 470 multi-purpose service vessels on order for delivery beginning in 2Q08 through 1Q09. Active Subsea's vessels are designed to support subsea services, including performing inspection, maintenance and repair work using remotely operated vehicles, dive and seismic support and light construction activities. Active Subsea has already secured three long-term contracts with customers.
The acquisition will expand Trico's ability to offer subsea services with the addition of a fleet of eight multi-purpose vessels, doubling the number of vessels in its fleet capable of such activities. It also advances Trico's newbuild program, with 11 DP-2 vessels now scheduled for delivery in 2008 and 2009. The acquisition leverages Trico's global footprint in growth markets and broadens Trico's customer base to include subsea service and construction companies, as well as provides opportunities to secure long-term contracts, enhancing earnings stability while maintaining Trico's financial strength.
"By adding Active Subsea's versatile VS 470 MPSVs to our fleet, we are able to offer our customers' vessels suited for a broad array of subsea services," said Joseph S. Compofelice, Chairman and CEO of Trico. "We will become one of the largest operators of new MPSVs for the subsea market, which we expect to grow at over 30% for the foreseeable future."
"We believe this transaction recognizes the strategic value of our vessels and represents a fair price for our shareholders," Robert Welsvik, CEO of Active Subsea, stated. "We are pleased to see Active Subsea become the centerpiece of Trico Subsea, and believe that Trico's global presence and operating expertise will lead to great success in the placement and operations of the vessels."
Following the transaction, management of Active Subsea will continue to supervise the construction of the vessels and participate in marketing efforts for a transition period.
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