Vis børsmeldingen
which an undisclosed, independent third-party would acquire EMGS’ business
operations and assets, including hardware, IPR, contractual positions and all of
the Company’s employees (together, the “EM Business”).
EMGS has now entered into a binding transaction agreement (the “Agreement”) with
the buyer, P-2 Riggs Capital, Inc. (“Riggs Capital” or the “Buyer”).
Riggs Capital is a private investment holding company and corporate finance
advisory firm, specialising in selective investments and advisory services
(https://p2riggscapital.com). Riggs Capital is owned by Patrick L. Riggs.
Under the Transaction, Riggs Capital will acquire the EM Business after it has
been transferred to one of EMGS’ existing subsidiaries (“NewCo”). All historic
liabilities, including the convertible bond issue Elec ASA 18/25 FRN USD FLOOR
STEP C CONV (“EMGS03”), will be retained by EMGS and not transferred to NewCo.
The consideration to EMGS under the Transaction is up to USD 2.5 million,
whereof USD 1 million is paid on closing and USD 1.5 million is a conditional
earn-out subject to certain future conditions being met. Additionally, through
the Transaction certain future liabilities which would otherwise accrue to EMGS
will be taken over by NewCo and will consequently reduce EMGS’ total liabilities
post-closing of the Transaction.
The majority of the USD 1 million consideration to be paid to EMGS on closing of
the Transaction will be used to settle certain pre-existing obligations related
to the transferred employee group (accrued and unpaid holiday pay, pension,
payroll tax etc.) in accordance with the terms of the Agreement.
As part of the Transaction, NewCo will take over all rights to the name
Electromagnetic Geoservices and EMGS. Consequently, the Company will in due
course change its own name in accordance with the Agreement.
As stated in the stock exchange announcement published on 9 March 2026, the
Transaction represents, in EMGS’ view and based on the strategic review
conducted over several months, the best available alternative to safeguard the
interests of the Company’s stakeholders, including employees, customers and
creditors. The alternative to the Transaction would be an orderly wind-down of
the Company’s operations. Through the Transaction, the Company will receive a
limited consideration and reduce certain of its total liabilities, which the
board considers more beneficial for the Company’s stakeholders compared to an
orderly wind-down scenario.
Closing of the Transaction is subject to obtaining the necessary consents and
waivers from the bondholders of EMGS03 and the support of the Company’s two
largest shareholders who, in aggregate, own approx. 63 per cent of the total
shares and votes of the Company. Given the time-critical nature of the
Transaction, the need to ensure continuity of the EM Business operations to
limit the Company’s liability exposure and the Company’s financial situation, it
is not expected that the Transaction will be subject to a shareholder vote.
Following completion of the Transaction, EMGS will no longer own and operate the
EM Business, and hold no material assets other than a limited cash position
which does not exceed
its total liabilities. The board of directors intends to initiate a follow-on
strategic process post-closing to evaluate the future strategy of the Company
and structure following completion and will revert with an update once the board
has concluded on its recommendation in this respect.
Contact
Anders Eimstad, Chief Financial Officer, +47 948 25 836
This information is published in accordance with the Norwegian Securities
Trading Act § 5-12.
About EMGS (prior to completion of the Transaction)
EMGS, the marine EM market leader, uses its proprietary electromagnetic (EM)
technology to support oil and gas companies in their search for offshore
hydrocarbons. EMGS supports each stage in the workflow, from survey design and
data acquisition to processing and interpretation. The Company’s services enable
the integration of EM data with seismic and other geophysical and geological
information to give explorationists a clearer and more complete understanding of
the subsurface. This improves exploration efficiency and reduces risks and the
finding costs per barrel. CSEM technology can also be used to detect the
presence of marine mineral deposits (primarily Seabed Massive Sulphides) and in
other offshore construction and exploration activity.
For more information, visit www.emgs.com
Kilde
