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sale, Akastor will become a shareholder in ABL Group, which offers independent
energy and marine consultancy to the global renewables, maritime and oil and gas
sectors.
“Since Akastor’s entry into AGR, through the combination with First Geo in 2019,
the company has delivered consistent growth and profitability. The combination
of AGR and ABL Group creates a company with a large global client base and a
more suitable financial platform for growth. We look forward to participating in
the next phase of AGR’s growth, now as shareholders in ABL Group,” says Karl
Erik Kjelstad, CEO of Akastor ASA.
“This is a good fit for ABL Group. The acquisition gives ABL Group a strong
position in well and reservoir consultancy, grows our position within
digitalisation and energy transition solutions, and expands our services with a
resourcing offering that is already well established in the oil and gas sector
and positioned for growth within offshore wind,” says Reuben Segal, CEO of ABL
Group.
THE TRANSACTION
The transaction values AGR at NOK 262.5 million on a cash and debt free basis.
The equity purchase price of NOK 352.9 million, which includes a NOK 90.4
million adjustment for net cash and normalized net working capital in AGR is
based on a “locked box” balance sheet as of 31 December 2022, and will be
settled as follows:
· NOK 272.5 million to be settled through issuance of 18,166,667 ordinary ABL
Group shares (the “Consideration Shares”) at a subscription price of NOK 15 per
ABL Group share, representing 14.8% of outstanding shares post issue; and
· NOK 80.4 million (the “Cash Consideration”), to be settled in cash on
completion or, subject to certain conditions, within 20 business days of
completion.
The Cash Consideration will be adjusted for leakage and is expected to be lower
on completion due to planned carve-out transactions and excess cash
distribution. Certain defined assets are excluded from the transaction and will
be carved-out prior to completion and retained by Akastor. This includes AGR’s
ownership in Føn Energy Services AS.
As part of the completion of the transaction, the current term loans from each
of Akastor, Nordea and DNB towards AGR will be fully settled by the
Consideration Shares and parts of the Cash Consideration, subject to certain
adjustments based on prevailing ABL Group share price at time of completion.
Similarly, the equity participation agreement by and between Akastor, DNB and
Nordea concerning the ownership of AGR will be settled. After completion of the
transaction, each of Akastor, DNB and Nordea will own 1/3 of the Consideration
Shares, with potential for adjustments should the ABL Group share price exceed a
certain level at time of completion of the transaction.
The share purchase agreement is otherwise entered into on customary terms and
includes such as a 12-month lock-up on the Consideration Shares, which will
apply for Akastor, Nordea and DNB.
Completion of the acquisition is expected on or around 18 April 2023. The
transaction is subject to approval of the issuance of the Consideration Shares
by an extraordinary general meeting (EGM) in ABL Group to be held on or about 12
April 2023. Shareholders representing approximately 40% of the shares in ABL
Group ASA have signed voting undertakings to vote in favour at the EGM.
Following signing of the agreement, AGR will be presented as discontinued
operations for Akastor and held for sale until completion of the transaction.
Based on the current share price of ABL Group, the transaction is expected to
generate an accounting gain upon completion.
For further information, please contact:
Øyvind Paaske
Chief Financial Officer
Tel: +47 917 59 705
E-mail: oyvind.paaske@akastor.com
# #
About AGR
AGR is a multi-disciplinary engineering consultancy and software provider to the
energy sector. The company offers consultancy, asset evaluation, peer study,
software and integrated well engineering services. In 2022, AGR delivered
revenue of NOK 790 million and an adjusted EBITDA of NOK 60 million.
For further information, please visit homepage: https://agr.com/
About Akastor
Akastor is a Norway-based oil-services investment company with a portfolio of
industrial holdings and other investments. The company has a flexible mandate
for active ownership and long-term value creation.
For further information, please visit homepage: https://akastor.com/
About ABL Group
ABL Group (OSE: ABL Group ASA - ticker code “ABL”) offers independent energy and
marine consultancy to the global renewables, maritime and oil and gas sectors.
The group has offices in 38 countries worldwide. ABL Group operates under six
brands: ABL, OWC, Innosea, Longitude, Add Energy and ABL Yachts.
For further information, please visit homepage: https://abl-group.com/
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