공시 • Nov 01
DOF Group ASA (OB:DOFG) completed the acquisition of Maersk Supply Service A/S from Maersk Supply Service Holding A/S.
DOF Group ASA (OB:DOFG) agreed to acquire Maersk Supply Service A/S from Maersk Supply Service Holding A/S for $1.11 billion on July 2, 2024. In consideration for the shares in MSS and subject to closing of the transaction, a cash consideration of $577 million (to be adjusted based on the locked-box accounts and subject to further adjustments at closing) and 58,883,073 new shares in DOF will be issued to MSSH shall at completion, and it will lead 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: A new debt facility of $500 million, to be provided by DNB, Danske Bank, Danmarks Skibskredit and Deutsche Bank, and An equity raise of new shares in DOF for up to the NOK equivalent of $125 million, 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). 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. Maersk Supply Service’s innovative wind offshore installation concept will remain owned by A.P. Moller Holding as an independent offshore maritime company named Maersk Offshore Wind. Michael Reimer Mortensen has been appointed CEO of Maersk Offshore Wind. The combined company will be operating under the DOF Group name and brand. 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. Maersk Supply Service has net cash of $55 million and net working capital of approximately $19 million as of December 31, 2023. DOF is acquiring Maersk Supply Service on a debt-free basis.
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, approval from competition authorities, availability of financing, approval of a prospectus for listing of the consideration shares, various approvals by an extraordinary general meeting of DOF (“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. The notice and the agenda which were sent to all shareholders with a known address on 5 July 2024 are approved, the resolution was passed with the required majority. On July 22, 2024, Maersk Supply Service Holding ApS has proposed that the following persons are elected as new board members in the Company, from the time of closing of the acquisition of Maersk Supply Service A/S: Erik Bergöö (vice chairperson) and Kristin Holth (board member), The Company's nomination committee has, prior to the announcement, reviewed and approved the proposal.
Carnegie AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to DOF in connection with the acquisition.
DOF Group ASA (OB:DOFG) completed the acquisition of Maersk Supply Service A/S from Maersk Supply Service Holding A/S on November 1, 2024. Through this transaction the DOF Group has undergone a significant increase in scale. On completion, DOF has a workforce of more than 5000 people and operate a fleet of 78 vessels of which 65 are owned. The core businesses remain unchanged, offering world-class vessels and integrated offshore services for the oil and gas industry, and for a growing offshore wind market. In order settle part of the purchase price under the Transaction and to complete the Private Placement, the board of directors of DOF Group ASA has also resolved to issue the 58,883,073 Consideration Shares and the 2,686,591 New Shares to MSSH, based on the authorization granted by the extraordinary general meeting of the Company on 26 July 2024. Following the registration of the share capital increase in the Norwegian Registry of Business Enterprises, DOF Group ASA's share capital will be NOK 615,696,637.50, representing 246,278,655 shares, each with a nominal value of NOK 2.5 per share. Following completion of the Transaction and registration of the share capital increase, Maersk Supply Service A/S holds 25% of the total share capital and voting rights in DOF Group ASA.