Stock Exchange Notice Date: 22 August 2018
GC Rieber Shipping: Shearwater GeoServices to acquire Schlumberger marine seismic acquisition business, forming market leading geophysical company
Shearwater GeoServices Holding AS ("Shearwater"), the 50/50 joint venture between GC Rieber Shipping ASA ("GC Rieber Shipping") and Rasmussengruppen AS ("Rasmussengruppen "), today announced that it has entered into a definitive agreement for Shearwater to acquire the marine seismic acquisition assets and operations (the "Acquisition") of WesternGeco, the geophysical services product line of Schlumberger.
Shearwater will operate the combined businesses as a global, customer-focused and technology-driven provider of marine geophysical services. Shearwater will own and operate a fleet of 14 fully equipped seismic vessels offering a full range of acquisition services including 3D, 4D and ocean bottom seismic (OBS). The company will also have a portfolio of proprietary streamer technology and processing software enabling effective execution of geophysical surveys and delivery of high-quality data. The combined company will have approximately 600 employees and will operate in all major offshore basins across the world.
"This combination will make Shearwater a leading global and technology-driven full-service provider of marine geophysical services with a strong financial platform able to deliver exceptional customer solutions," says Christian Berg, the CEO of GC Rieber Shipping. "We are very pleased with this transaction, which is in line with the strategic ambition we had when creating Shearwater in 2016 together with Rasmussengruppen. We are satisfied with yet again being instrumental in developing market leading companies, while capitalizing on our investment".
Schlumberger will receive cash consideration based on an enterprise value of USD 600 million plus a 15% post-closing equity interest in Shearwater GeoServices Holding AS. In addition, Schlumberger will also be entitled to payments under an earn-out agreement linked to future vessel usage over and above specific thresholds. Under the terms of the agreement, Schlumberger will have an option to utilize two vessels from Shearwater on potential multiclient work for the first two years after closing the transaction.
To ensure a more robust financial platform, an additional USD 50 million of cash will be injected in Shearwater GeoServices Holding AS for working capital purposes, bringing the total cash funding requirement for the proposed transaction to USD 650 million.
The USD 600 million of cash consideration to Schlumberger and USD 50 million for working capital purposes will be funded by USD 325 million in new cash equity ("Shearwater Issue") and USD 325 million in debt financing. Rasmussengruppen has fully underwritten the Shearwater Issue and GC Rieber Shipping intends to subscribe for approximately USD 28 million in the Shearwater Issue before closing. GC Rieber Shipping`s participation in the Shearwater Issue will be financed initially through a shareholder loan provided by GC Rieber AS, GC Rieber Shipping`s largest shareholder. Following closing of the Acquisition, GC Rieber Shipping intends to carry out a rights issue to refinance the shareholder loan. Further details regarding the contemplated rights issue will be announced in due course after the terms have been decided.
Assuming completion of the Acquisition and the Shearwater Issue, and assuming the GC Rieber Shipping rights issue, GC Rieber Shipping`s ownership in the combined company will be approximately 20%. Rasmussengruppen and Schlumberger will hold approximately 65% and 15%, respectively. GC Rieber Shipping expects to book a non-cash gain of approximately USD 32 million as a result of the transaction.
The Acquisition is subject to regulatory approvals and other customary closing conditions. The parties expect to close the transaction in the fourth quarter of 2018.
SpareBank 1 Markets AS and SR-Bank Markets act as financial advisors to GC Rieber Shipping in relation to the Acquisition and the planned rights issue.
A separate press release from Shearwater is enclosed.
Presentation today 22 nd of August 2018 Shearwater will host a presentation in Oslo at 15:30 CET with a brief orientation about the proposed transaction followed by a question and answer session. The presentation will be held at the office of Carnegie, address, Fjordalleen 16, Aker Brygge, Oslo.
For further information, please contact: Christian W. Berg, CEO, phone: +47 97 40 55 53 Einar Ytredal, CFO, phone: +47 975 20 184
About GC Rieber Shipping: GC Rieber Shipping's business within offshore/shipping includes ownership in specialized vessels, high quality marine ship management and project development within the segments subsea, ice/support and marine seismic.
The group has a specialized competence in offshore operations in harsh environments as well as design, development and maritime operation of offshore vessels. GC Rieber Shipping currently operates and has direct and indirect ownership in 11 advanced special purpose vessels for defined markets within the subsea, ice/support and marine seismic segments.
The company has its headquarter and a ship management office in Bergen, and an additional ship management company in Yuzhno-Sakhalinsk (Russia). The company is listed on Oslo Børs with ticker RISH.
Further information is available on the company's website www.gcrieber-shipping.com.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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