Rowan had 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 (collectively, the "Sellers") to enable Rowan to purchase all of the ordinary shares in Skeie Drilling & Production ASA ("SKDP") held by the Sellers. Rowan has approved the transaction, all other conditions precedent have been met and the transaction will proceed.
The Company will launch a tender offer for the remaining 49.7% of SKDP's outstanding ordinary shares and expects to complete the tender offer in September 2010, following the prospectus review of the Norwegian Financial Supervisory Authority.
Under the terms of the tender offer, Rowan will issue 0.00574 shares of its common stock for each outstanding ordinary share of SKDP held by the remaining SKDP shareholders (or 5,741.67 Rowan shares per one million SKDP shares), for a total of approximately 6,061,286 Rowan shares. This exchange ratio was agreed to based on an SKDP equity valuation of approximately 1 Norwegian Kroner (NOK) per share. These are the same terms under which Rowan will acquire the Sellers' shares of SKDP.
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 Ltd. in Singapore. The expected deliveries of the rigs are September 2010, December 2010 and June 2011.
Pareto Securities AS is acting as financial advisor to Rowan.
The Rowan securities offered have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Rowan will file a registration statement with the U.S. Securities and Exchange Commission allowing such Rowan securities to be offered and sold in the United States.
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