CHC Helicopter Corporation, the world's largest provider of helicopter services to the global offshore oil and gas industry, and First Reserve Corporation, the leading private equity firm that specializes in the energy industry, announced that a fund managed by First Reserve has entered into an agreement to acquire CHC.
CHC and First Reserve believe that the all-cash transaction, which values the company at an adjusted enterprise value of Canadian $3.7 billion, is the largest-ever buyout in the oilfield services industry.
CHC's Chairman of the Board, Mark Dobbin commented, "I'm glad to see that First Reserve recognized the value that was created in CHC over the years, and was able to translate that value into a fair offer for all shareholders. I'm also very pleased to see that First Reserve will carry on CHC's legacy of entrepreneurship, as it builds upon CHC's position as a world class helicopter company."
"This partnership will help us realize our growth potential," said Sylvain Allard, President and Chief Executive Officer of CHC. "First Reserve is an investment company with deep knowledge of the energy industry and views CHC as a great investment platform. First Reserve has strong conviction in the merits of the strategy that has led to CHC's success and will work in partnership with us to continue to execute that same plan and achieve our long-term objectives."
Added Mark McComiskey, Managing Director of First Reserve Corporation, "CHC is an extraordinary company. The European and global leader in oil and gas and search and rescue helicopter services, with the world's largest independent helicopter support business, CHC has a worldwide footprint, the best safety record in the industry and a dynamic management team executing an exciting growth strategy."
Under the terms of the transaction, an affiliate of the First Reserve fund will acquire all outstanding Class A Subordinate Voting Shares and all of the outstanding Class B Multiple Voting Shares of CHC for Canadian $32.68 per Class A Share and Class B Share for an aggregate consideration of approximately Canadian $1.5 billion. Following completion of the transaction CHC's Class A shares and Class B shares will be de-listed and no longer traded publicly. CHC's headquarters will remain in Vancouver, Canada.
The board of directors of CHC has unanimously approved the entry by CHC into the agreement and recommends that shareholders vote in favour of the transaction.
Merrill Lynch Canada Inc. and Scotia Capital are financial advisors to CHC. Ogilvy Renault LLP and DLA Piper USA LLP are legal counsel to CHC. Simpson Thacher & Bartlett LLP, Blake, Cassels & Graydon LLP and Slaughter and May are legal counsel to the First Reserve fund.
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