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Through the newly incorporated subsidiary DOF Offshore Holding Denmark ApS, DOF will on certain terms and conditions acquire all the shares in Maersk Supply Service A/S from Maersk Supply Service Holding A/S (“MSSH”), a subsidiary of A.P. Møller Holding A/S (“A.P. Moller Holding”). The acquisition will be paid partly in cash and partly in new shares to be issued by DOF, representing a consideration of approximately USD 1.112 billion (as of close on 28.06.2024). After issuance of the consideration shares MSSH will hold 25% of the share capital in DOF. MSS will at the time of completion of the transaction own 22 high-quality subsea and AHTS vessels, following a carve-out of certain entities, vessels, assets and liabilities.
The combined company, operating under the DOF Group name and brand, will be a leading offshore service provider with comprehensive scale and a wide range of services across all continents in the offshore energy industries. DOF and MSS’ current operations are both strategically and geographically complementary, and future growth ambitions are strongly aligned. Leveraging the two global organisations' strong capabilities and competencies that will further enhance the combined company’s position as a major integrated offshore services provider. The combined company will be one of the largest oil services companies listed on the Oslo Stock Exchange.
Transaction rationale and highlights
• Further strengthens DOF Group’s integrated service offering and position, towards a strong oil & gas market and a growing offshore wind market
• Immediate fleet expansion without need for substantial newbuild lead time, and with significantly lower per vessel investment requirement
• Modern and high-quality fleet of 22 vessels, consisting of eight high-specification CSV vessels, 13 high-specification AHTS vessels and one cable layer vessel
• Positions DOF Group with a total fleet of 65 owned vessels, creating a strong fleet among core players in the competitive landscape, and reducing the value weighted fleet age from 11.7 years to 10.7 years
• Complementary operations and geographical fit between the two companies, strengthening scale and presence
• Substantial MSS fleet earnings growth potential from both renewal of legacy contracts and through adding subsea services earnings to the offering
• Attractively priced assets with a gross asset value of USD 1,319 million
• Further strengthening of existing shareholder base with A.P. Moller Holding, a globally recognised industrial investor in the maritime and energy industry
• Financially robust transaction lowering leverage and increasing future DOF dividend capacity
• Creating one of the largest oil services companies listed on the Oslo Stock Exchange, with a combined market cap of approximately USD 2.3 billion (as of close on 28 June 2024)
“The announced transaction today marks a strategic milestone for the DOF Group, driven by a strong industry rationale and a shared vision with A.P. Moller Holding, who will indirectly become a major shareholder. Under the DOF name and brand, we will create a leading offshore services provider and strengthen the global position of the combined company. With the world’s largest fleet of CSVs and high-end AHTS vessels, we will enhance the customer experience through increased scale, global reach, and industry-leading services, combining the strong capabilities and decades of experience of DOF and Maersk Supply Service. I look forward to further developing the DOF Group together with my new and existing colleagues, ensuring the continued delivery of world-class services to our customers” said Mons Aase, CEO of DOF.
“This long-term solution for Maersk Supply Service's OSV activities together with DOF Group is founded on our shared values and unwavering commitment to safety and efficiency of our operations. The combination of our talented employees, modern fleet and geographical spread will create a leading offshore service provider characterized by unique scale and a wide range of product and service offerings across key markets for the benefit of our customers,” said Christian Ingerslev, CEO of Maersk Supply Service.
The DOF Group will, following the acquisition of MSS, comprise a workforce of more than 5,400 employees with 78 modern offshore/subsea vessels, 65 of which are owned, and engineering capacity to service both the offshore and subsea market.
Transaction structure, governance, conditions and completion timetable
Prior to closing of the transaction, certain entities, vessels, assets and liabilities will be transferred out of the MSS structure and not be acquired by DOF. The offshore wind installation business has already been carved out of Maersk Supply Service. Further, the transaction does not include MSS' operations in Brazil.
The acquisition is supported by the Board of Directors of MSSH, MSS and DOF, as well as shareholders in DOF representing more than 50% of the outstanding shares.
In consideration for the shares in MSS and subject to closing of the transaction, A.P. Moller Holding’s subsidiary MSSH shall at completion of the transaction receive a combination of USD 577 million in cash (to be adjusted based on the locked-box accounts and subject to further adjustments at closing) and 58,883,073 new shares in DOF, leading MSSH to hold 25% of the share capital in DOF after issuance of the consideration shares.
DOF intends to finance the cash portion of the purchase price through a combination of:
o A new debt facility of USD 500 million, to be provided by DNB, Danske Bank, Danmarks Skibskredit and Deutsche Bank, and
o An equity raise of new shares in DOF for up to the NOK equivalent of USD 125 million (the "Equity Raise"), in which MSSH has undertaken to subscribe for and be allocated 25% of the new shares to be issued subject to completion of the transaction (and as set off against cash consideration to be received)
Further information about the Equity Raise will be published by DOF in a separate stock exchange notice via newsweb.no when the Equity Raise is launched today.
Subject to closing of the transaction, MSSH shall have the right to nominate (i) two additional members of the board of directors of DOF for a period of two years from closing(one of whom shall also be elected as the vice chairman and one as member of the board's remuneration committee), and (ii) the chairman of the nomination committee of DOF for a period of two years from closing.
Closing of the transaction is among other things subject to clearance by certain regulatory authorities,availability of financing, approval of a prospectus for listing of the consideration shares, various approvals by an extraordinary general meeting ofDOF (“EGM”) (including approval by an authorisation to the DOF board of directors to issue the consideration shares), completion of the above mentioned carve-out and certain other customary conditions. It is expected that DOF will call for the EGM to be held ultimo July 2024. Subject to satisfaction of the conditions, the currently expected closing date of the transaction is during Q4 2024.
About Maersk Supply Service A/S
Maersk Supply Service is a leading provider of marine services and project solutions for offshore energy sectors, and part of the A.P. Moller Group. With a large fleet of anchor handling and subsea support vessels, the company specialises in towing, mooring, and installing floating units. MSS employs around 1,400 offshore and 260 onshore staff. Headquartered in Lyngby, Denmark.
About DOF Group
With a multi-national workforce of about 4,200 personnel, the DOF Group is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With over 40 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention, and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top-quality offshore services to facilitate an ever-growing and demanding industry. The Company's main operation centres and business units are in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.
Invitation to conference calls for investors
The acquisition is presented in closer detail by Svein Harald Øygard, Chair of the Board, Mons. S Aase, CEO and Hilde Drønen, CFO, in two identical presentation webcasts held in English for investors and the press (with option to ask questions at both presentations):
i. 08:00 (CEST) tomorrow, Wednesday 3 July 2024, and
ii. 15:00 (CEST) tomorrow, Wednesday 3 July 2024
To follow the presentation webcasts, please use the following links:
i. 08:00 (CEST): https://channel.royalcast.com/landingpage/hegnarmedia/20240703_3/
ii. 15:00 (CEST ):https://channel.royalcast.com/landingpage/hegnarmedia/20240703_2/
Invitation to physical lunch presentation for investors
The acquisition will also be presented in closer detail by Svein Harald Øygard, Chair of the Board, Mons S. Aase, CEO and Hilde Drønen, CFO, in a physical lunch presentation held in Norwegian for investors at:
o Time: 13:00(CEST)
o Date: Wednesday3 July 2024
o Location: Carnegie AS’ offices in Oslo (Fjordalléen 16, 0250 Oslo, 5th floor)
Advisors
Carnegie AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to DOF in connection with the acquisition.
For additional information, please contact
Mons S. Aase,CEO, Tel: +47 91 66 10 12
Hilde Drønen, CFO, Tel: + 47 91 66 10 09
This release contains information considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The release was published by Hilde Drønen, CFO of DOF Group ASA, on 2 July 2024 at the time set out above.
Important information:
The release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States of America, Canada, Australia, Japan, Hong Kong or in any other jurisdiction where it would be prohibited by applicable law. This distribution does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The shares referred to herein have not been and will not be registered under the United States Securities Act of 1933,and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the Act, or an exemption from the registration requirements of the Act is available.
The release and any materials distributed together or in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements
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