Rowan has entered into a Share Purchase Agreement with Skeie Technology, Skeie Tech Invest and Wideluck Enterprises and has obtained irrevocable commitments from Skeie Holding and Trafalgar enabling Rowan to purchase each share of common stock held by the Sellers in Skeie Drilling & Production. The Agreement is subject to satisfactory due diligence and approval by Rowan's Board of Directors, both of which must occur by July 19, 2010 or the Agreement will terminate.
The Sellers collectively own 1,037,006,792 ordinary shares of SKDP, or 48.8% of the total ordinary shares outstanding. Separately, Rowan had previously acquired approximately 1.5% of SKDP's outstanding ordinary shares.
Under the terms of the Agreement and irrevocable commitments from the Sellers, Rowan will issue 0.00574 shares of its common stock for each ordinary share of SKDP held by the Sellers (or 5,741.67 Rowan shares per one million SKDP shares), for a total of approximately 5,954,151 Rowan shares. This exchange ratio was agreed to based on an SKDP equity valuation of approximately 1 Norwegian Kroner (NOK) per share. Upon completion of the transaction, Rowan will own 50.3% of SKDP's outstanding ordinary shares and will tender for the remaining SKDP ordinary shares on the same terms. Shares of SKDP currently trade on the over the counter list maintained by the Norwegian Securities Dealers Association.
SKDP is a Norwegian entity that owns and manages the construction of three high-spec jack-up rigs, designated "N-class," designed and being built by Keppel FELS in Singapore. The expected deliveries of the rigs are September 2010, December 2010 and June 2011, although SKDP is negotiating an option to delay each rig by up to six months in exchange for a higher final payment.
SKDP has a total of $530 million of first and second lien debt outstanding, secured by the rigs. Rowan expects the three rigs will require an additional $420 million for completion, which the Company currently anticipates funding from existing cash and operating cash flows. Based on Rowan's closing stock price on June 30, 2010, and assuming the Company obtains 100% of the SKDP shares, the total purchase consideration would be approximately $1.2 billion, or $410 million per rig, substantially below the estimated replacement cost of an N-class rig.
Matt Ralls, President and Chief Executive Officer, commented, "We are excited about this opportunity to acquire three high-spec jack-ups at a significant discount to current replacement cost. The N-class has been designed and will be equipped for demanding drilling requirements in harsh environments, including the Norwegian market which has a history of very high utilization and day rates compared to most jack-up markets. Also, the Keppel organization has a proven record as one of the world's most capable rig builders and, with the N-class design, has created a jack-up with not only some of the highest specifications in the industry but also capable of simultaneous production operations.
"Rowan's financial condition affords us this opportunity to expand the earnings power of the Company through manageable levels of assumed debt and construction commitments. This transaction is consistent with our stated objective of growing our offshore drilling business though the addition of high- spec equipment, and enables further global geographic and customer diversification of our drilling operations.
"We are also pleased to welcome Bjarne Skeie as a significant shareholder of Rowan. He has built an impressive organization at SKDP that should enable Rowan to advance our entry into the Norwegian drilling market. Combined with Rowan's distinguished operational record throughout the world, we expect these rigs to compete very favorably in every major jack-up market. Our recent three-year contract award for newbuild EXL-II is indicative of the strong demand for high-spec equipment and supports our confidence in our ability to secure attractive commitments for the N-class rigs."
Pareto Securities is acting as financial advisor to Rowan.
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