Announcement • Aug 17
Acuren Corporation Announces Cancellation of Listing Acuren Corporation announced that further to its announcement of 30 July 2024, the Company confirmed that it expects the cancellation of the listing of its ordinary shares and warrants from the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of its ordinary shares and warrants from the Main Market of the London Stock Exchange will take effect from 8:00 a.m. (London time) on 19 August 2024. Announcement • Aug 01
Admiral Acquisition Limited (LSE:ADMR) completed the acquisition of Rockwood Service Corporation from American Securities LLC. Admiral Acquisition Limited (LSE:ADMR) entered into a definitive agreement to acquire Rockwood Service Corporation ("Acuren") from American Securities LLC for approximately $1.9 billion on May 22, 2024. The purchase consideration payable in connection with the Transaction will be funded from a combination of: (i) Admiral's existing cash of approximately $560 million; (ii) additional equity proceeds of approximately $312 million (the "Private Placement") for which Admiral has received equity commitments to purchase ordinary shares of Admiral at $10.00 per ordinary share from a limited group of institutional shareholders, which commitments are conditional upon the closing of the Transaction (the "Closing"); (iii) committed loan facilities consisting of a $1.06 billion term loan and a $75 million revolving credit facility; and (iv) approximately $77.5 million in commitments to exercise warrants for ordinary shares at a price of $10.00 per ordinary share (the "Reduced Exercise Price") as part of a wider warrant financing, to raise up to an aggregate of approximately $138 million in proceeds, conditional on Closing(the "Warrant Financing"). Any additional funds will be used to pay transaction fees and expenses of approximately $65 million and for working capital for the combined company. Between signing and Closing, Admiral will launch a private placement of ordinary shares to raise up to an additional $300 million. Subsequent to Closing, Admiral expects to change its jurisdiction of incorporation to Delaware and will file a registration statement with the SEC and apply for listing of its common equity on the New York Stock Exchange. The Board of Directors of Admiral unanimously approved the proposed Transaction. Closing, which is expected to take place in early Q3 2024, is subject to customary conditions. As of July 19, 2024, the transaction is expected to close on July 30, 2024.
Jefferies acted as lead financial advisor and lead capital markets advisor and has committed to provide debt financing and will act as lead placement agent to Admiral. UBS Investment Bank acted as financial advisor and Greenberg Traurig LLP acted as legal advisor to Admiral on the Transaction. Latham & Watkins LLP acted as legal advisor to Jefferies. Baird and Harris Williams LLC acted as financial advisors and Michael E. Lubowitz, Iliana Karaoglan, Ian Hamilton, Andrew J. Colao, Jacqueline Oveissi, Veronica Bonhamgregory, Dennis F. Adams III, Olivia J. Greer, Alexander D. Lynch, Megan A. Granger, Annemargaret Connolly, Shawn B. Cooley, Timothy C. Welch, John O'Loughlin, Nathan Cunningham, Jonathan J. Macke, Amanda Rotkel, Peter J Mee, Leslie S. Smith, Ryan C. Taylor, David Avery-Gee and Sarah Flaherty of Weil, Gotshal & Manges LLP acted as legal advisor to Acuren and American Securities.
Admiral Acquisition Limited (LSE:ADMR) completed the acquisition of Rockwood Service Corporation ("Acuren") from American Securities LLC on July 30, 2024. Announcement • Jul 31
Admiral Acquisition Limited Anticipates Cancellation of Listing to Become Effective on 19 August 2024 Acuren Corporation (formerly known as Admiral Acquisition Limited) announced that it has completed its acquisition of ASP Acuren Holdings Inc. ("Acuren"), a market leading North American testing, inspection and certification ("TIC") provider of critical asset integrity services, from funds advised by American Securities LLC, for approximately $1.85 billion. In connection with the closing of the transaction, the Company has been renamed Acuren Corporation. The listing of the Company's ordinary shares and warrants on the Official List of the Financial Conduct Authority and trading on the London Stock Exchange (the "LSE") was suspended with effect from the start of trading on 30 July 2024. The Company gave notice of its intention to cancel the listing of the Company's ordinary shares and warrants on the Official List of the Financial Conduct Authority and trading on the LSE on 19 July 2024 and it's anticipated that the cancellation of listing will become effective at 8.00 am on 19 August 2024. The Company expects to list its ordinary shares on the New York Stock Exchange under the symbol TIC and change its jurisdiction of incorporation to Delaware in connection with the NYSE listing. 
