공시 • Sep 12
SoilTech AS (OTCNO:SOIL) completed the acquisition of Oceanteam ASA. SoilTech AS (OTCNO:SOIL) signed a merger plan to acquire Oceanteam ASA (OB:OTS) for NOK 34.8 million on May 30, 2024. The acquisition is all stock transaction. SoilTech will issue 0.01543 shares for each share in Oceanteam, equivalent to a merger consideration of NOK 31.676 million. As part of consideration, SoliTech will issue 527,947 shares. After completion of the Merger, the combined company will be owned 93.35% by the shareholders of Soiltech while 6.65% will be owned by the shareholders of Oceanteam. The Merger will be completed by Oceanteam transferring all its assets, including an estimated NOK 21 million in cash, rights and obligations to Soiltech, as the acquiring company. The transaction is subject to (i) approval of shareholders of both SoilTech and Oceanteam, (ii) six weeks creditor period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having expired without any objections from the creditors, or, if any objection has been made within the notification period, such creditor having received adequate security or the court having rejected the demand for security pursuant to section 13-16 of the Norwegian Public Companies, (iii) all regulatory approvals necessary or reasonably required for completion of the Merger, (iv) the conversion of Soiltech into a Norwegian public limited liability company (ASA), including the appointment of a former member of the Oceanteam board of directors to the board of directors of the merged entity, (v) Oslo Børs having approved the merged entity for listing on Euronext Oslo Børs or Euronext Expand, and (vi) no material breach of any covenant or other obligations in the merger plan or other agreements entered into between the Companies. The transaction is expected to complete around the end of Q3 2024. As of June 3, 2024, Oceanteam announced summoning an extraordinary general meeting on July 4, 2024. As of July 4, 2024, The shareholders of Oceanteam and SoilTech have approved the transaction in extraordinary general meeting. As of August 27, 2024, The conditions for completion of the Merger regarding creditor notification without objections and approval of the Listing by the OSE have now been satisfied and the condition regarding election of a representative nominated by OTS on the board of directors of STECH is expected to be satisfied on August 28, 2024. The effective date for completion of the Merger is on September 10, 2024. In return, the shareholders of Oceanteam ASA receive consideration shares in Soiltech AS. Soiltech AS will be the surviving entity following completion of the Merger, while Oceanteam ASA will be dissolved and liquidated. Karin Govaert, current board member of Oceanteam ASA, was elected as a board member of Soiltech AS.
Fearnley Securities AS acted as financial advisor and Advokatfirmaet Schjødt As acted as legal advisor to SoilTech. Advokatfirmaet Thommessen AS acted as legal advisor to Oceanteam.
SoilTech AS (OTCNO:SOIL) completed the acquisition of Oceanteam ASA (OB:OTS) on September 11, 2024. The last day of trading in and listing of the OTS shares will be September 10, 2024. 공시 • Jun 01
SoilTech AS (OTCNO:SOIL) signed a merger plan to acquire Oceanteam ASA (OB:OTS) for NOK 34.8 million. SoilTech AS (OTCNO:SOIL) signed a merger plan to acquire Oceanteam ASA (OB:OTS) for NOK 34.8 million on May 30, 2024. The acquisition is all stock transaction. SoilTech will issue 0.01543 shares for each share in Oceanteam. As part of consideration, SoliTech will issue 527,947 shares. After completion of the Merger, the combined company will be owned 93.35% by the shareholders of Soiltech while 6.65% will be owned by the shareholders of Oceanteam. The Merger will be completed by Oceanteam transferring all its assets, including an estimated NOK 21 million in cash, rights and obligations to Soiltech, as the acquiring company. The transaction is subject to (i) approval of shareholders of both SoilTech and Oceanteam, (ii) six weeks creditor period pursuant to section 13-15 of the Norwegian Public Companies Act 15 having expired without any objections from the creditors, or, if any objection has been made within the notification period, such creditor having received adequate security or the court having rejected the demand for security pursuant to section 13-16 of the Norwegian Public Companies, (iii) all regulatory approvals necessary or reasonably required for completion of the Merger, (iv) the conversion of Soiltech into a Norwegian public limited liability company (ASA), including the appointment of a former member of the Oceanteam board of directors to the board of directors of the merged entity, (v) Oslo Børs having approved the merged entity for listing on Euronext Oslo Børs or Euronext Expand, and (vi) no material breach of any covenant or other obligations in the merger plan or other agreements entered into between the Companies. The transaction is expected to complete around the end of Q3 2024. 공시 • Mar 29
An undisclosed buyer completed the acquisition of Oceanteam Cable Solutions B.V from Oceanteam ASA (OB:OTS) for €5.2 million. An undisclosed buyer signed a share purchase agreement to acquire Oceanteam Cable Solutions B.V from Oceanteam ASA (OB:OTS) for €5.2 million on December 31, 2022. The proceeds from the sale were used to repay the shareholder loans from Stichting Value Partners Family Office and Corinvest B.V. The transaction was conditional on approval by an extraordinary general meeting. As of January 3, 2023,shareholders of Oceanteam in the general meeting approved the sale.An undisclosed buyer completed the acquisition of Oceanteam Cable Solutions B.V from Oceanteam ASA (OB:OTS) on January 31, 2023. New Risk • Mar 29
New major risk - Revenue and earnings growth Earnings have declined by 13% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (13% average weekly change). Earnings have declined by 13% per year over the past 5 years. Revenue is less than US$1m (US$60k revenue). Market cap is less than US$10m (kr45.3m market cap, or US$4.17m). Reported Earnings • Mar 29
Full year 2023 earnings released: US$0.022 loss per share (vs US$0.033 loss in FY 2022) Full year 2023 results: US$0.022 loss per share (improved from US$0.033 loss in FY 2022). Net loss: US$761.0k (loss narrowed 32% from FY 2022). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 103 percentage points per year, which is a significant difference in performance. New Risk • Mar 17
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (13% average weekly change). Revenue is less than US$1m (US$70k revenue). Market cap is less than US$10m (kr40.9m market cap, or US$3.85m). Minor Risk Latest financial reports are more than 6 months old (reported June 2023 fiscal period end). New Risk • Nov 03
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Norwegian stocks, typically moving 13% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (13% average weekly change). Revenue is less than US$1m (US$70k revenue). Market cap is less than US$10m (kr51.5m market cap, or US$4.66m). Reported Earnings • Sep 04
First half 2023 earnings released: US$0.017 loss per share (vs US$0.02 loss in 1H 2022) First half 2023 results: US$0.017 loss per share (improved from US$0.02 loss in 1H 2022). Net loss: US$576.0k (loss narrowed 17% from 1H 2022). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 66 percentage points per year, which is a significant difference in performance. New Risk • Aug 06
New major risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Norwegian stocks, typically moving 11% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$1.2m free cash flow). Revenue is less than US$1m (US$60k revenue). Market cap is less than US$10m (kr55.9m market cap, or US$5.52m). Minor Risk Share price has been volatile over the past 3 months (11% average weekly change). Reported Earnings • Apr 06
Full year 2022 earnings released Full year 2022 results: Net loss: US$1.13m (loss widened 50% from FY 2021). Board Change • Nov 16
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Director Jan-Jaap Johannes van Heijst was the last director to join the board, commencing their role in 2022. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • Sep 02
First half 2022 earnings released: US$0.03 loss per share (vs US$0.011 loss in 1H 2021) First half 2022 results: US$0.03 loss per share (down from US$0.011 loss in 1H 2021). Revenue: US$1.47m (down 58% from 1H 2021). Net loss: US$1.02m (loss widened 183% from 1H 2021). Over the last 3 years on average, earnings per share has fallen by 21% per year whereas the company’s share price has fallen by 25% per year. Board Change • Apr 27
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Director Jan-Jaap Johannes van Heijst was the last director to join the board, commencing their role in 2022. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Reported Earnings • Apr 14
Full year 2021 earnings: EPS and revenues miss analyst expectations Full year 2021 results: US$0.022 loss per share (up from US$1.34 loss in FY 2020). Revenue: US$5.75m (down 58% from FY 2020). Net loss: US$752.0k (loss narrowed 98% from FY 2020). Revenue missed analyst estimates by 33%. Earnings per share (EPS) also missed analyst estimates by 367%. Over the last 3 years on average, earnings per share has fallen by 46% per year but the company’s share price has only fallen by 35% per year, which means it has not declined as severely as earnings. Reported Earnings • Sep 01
First half 2021 earnings released: US$0.011 loss per share (vs US$0.016 loss in 1H 2020) The company reported a solid first half result with reduced losses, improved revenues and improved control over expenses. First half 2021 results: Revenue: US$3.48m (up 34% from 1H 2020). Net loss: US$361.0k (loss narrowed 35% from 1H 2020). Over the last 3 years on average, earnings per share has increased by 17% per year but the company’s share price has fallen by 41% per year, which means it is significantly lagging earnings. Executive Departure • Aug 04
Chief Executive Officer Henk van den IJssel has left the company On the 1st of August, Henk van den IJssel's tenure as Chief Executive Officer of the company ended after 1.5 years in the role. We don't have any record of a personal shareholding under Henk's name. A total of 2 executives have left over the last 12 months. Under Henk's leadership, the company delivered a total shareholder return of -30%. Reported Earnings • Apr 12
Full year 2020 earnings released: US$1.34 loss per share (vs US$0.024 loss in FY 2019) Full year 2020 results: Revenue: -US$3.38m (down 121% from FY 2019). Net loss: US$45.7m (loss widened US$44.9m from FY 2019). Over the last 3 years on average, earnings per share has increased by 98% per year but the company’s share price has fallen by 48% per year, which means it is significantly lagging earnings. Is New 90 Day High Low • Feb 23
New 90-day low: kr3.34 The company is down 7.0% from its price of kr3.59 on 25 November 2020. The Norwegian market is up 9.0% over the last 90 days, indicating the company underperformed over that time. It also underperformed the Energy Services industry, which is up 5.0% over the same period. Is New 90 Day High Low • Nov 19
New 90-day high: kr3.39 The company is up 6.0% from its price of kr3.19 on 20 August 2020. The Norwegian market is up 5.0% over the last 90 days, indicating the company outperformed over that time. However, it underperformed the Energy Services industry, which is up 13% over the same period.