November 6, 2007
Trico Marine to acquire Active Subsea
Houston-based Trico Marine Services, Inc. intends to make a voluntary offer for all outstanding shares, options and warrants of Norway's Active Subsea, according to a joint announcement by the two companies.
Alesund-based Active Subsea was established in December 2006 by the third generation ship owning company J. Hagenaes Shipping AS.
It has a series of eight 73.4 m Vik-Sandvik designed MPSV vessels on order at Tebma Shipyards Limited in India. They are designed to support subsea services, including performing inspection, maintenance and repair work using remotely operated vehicles ("ROVs"), dive and seismic support and light construction activities.
Trico believes the acquisition will expand its ability to offer subsea services, leverage its global footprint in growth markets and broaden its customer base to include subsea service and construction companies.
The offer price per share of Active Subsea will be NOK 22.50 paid in cash. The offer values Active Subsea's equity at approximately NOK 1.31 billion (approximately US$242 million at exchange rates as of November 2, 2007). The board of directors and management of Active Subsea believes that it is in the best interests of the company's shareholders to support the offer. All board members in Active Subsea have pre-accepted the offer for the shares they hold in Active Subsea, including options and warrants. The transaction is expected to be completed in the fourth quarter of 2007 and is subject to regulatory and other customary approvals, as well as to Trico receiving valid and unconditional acceptances of the offer from shareholders representing more than 90% of the fully diluted shares of Active Subsea.
The ships on order at Tebma are based on the VS 470 PSV design, equipped with DPII, FiFi 1, Comfort V3 and Clean Class, overall with high quality equipment. To serve the intended Subsea Support market in shallow to midrange depths, a 60T/13 m AHC crane and a separate 20 beds accommodation module has been added, giving a new design with a total of 71 beds and 200 sq.m added deck area for total of 800 sqm of which 200 sq.m is sheltered.
The ships are very flexible and prepared for adding a 50T A-frame and winch and a minor moonpool. All tanks and other PSV facilities are included and the 60T crane and accommodation module can be easily removed to alternatively run the ships as ordinary PSV's.
Deliveries are scheduled to run from the second quarter of 2008 through the first quarter of 2009. Active Subsea has already secured three long-term contracts with customers.
Joseph S. Compofelice, Chairman and Chief Executive Officer of Trico, stated, "We are extremely excited about this transaction as it is consistent with both the strategic and capital deployment objectives that Trico has outlined for investors over the past several months. By adding Active Subsea's versatile VS 470 MPSVs to our fleet, we are able to offer our customers vessels suited for a broad array of subsea services. We will become one of the largest operators of new MPSVs for the subsea market, which we expect to grow at over 30% for the foreseeable future. This transaction enhances our newbuild program by providing for near-term deliveries which accelerate cash flow from the vessels and provides an advantage in securing customer contracts. Additionally, this transaction will allow us to further leverage our unique global presence by offering these vessels, which are attractive to customers in each of our international markets. With the acquisition of Active Subsea, we will establish a new division, Trico Subsea, which will be focused on marketing and operating these vessels as well as other vessels in our fleet that are capable of serving the subsea market."
Robert Welsvik, Chief Executive Officer of Active Subsea, stated, "We believe this transaction recognizes the strategic value of our vessels and represents a fair price for our shareholders. We are pleased to see Active Subsea become the centerpiece of Trico Subsea, and believe that Trico's global presence and operating expertise will lead to great success in the placement and operations of the vessels."
Johan Hagenaes, Director of Active Subsea, added, "As a board member and significant shareholder, I believe Trico's offer reflects fair value and will provide all of Active Subsea's shareholders with an excellent return on their investment. As a founder of Active Subsea and long-time participant in the offshore industry, I am excited that these vessels will be placed into Trico's global network and capable hands for the benefit of our customers. I believe that Trico Subsea is an excellent successor to build upon the foundations that Robert, I and others at Active Subsea have created."
Following the transaction, management of Active Subsea will continue to supervise the construction of the vessels and participate in marketing efforts for a transition period.
Trico Marine Services, Inc. intends to make a voluntary offer for all outstanding shares in Active Subsea ASA. The offer is expected to be initiated not later than November 8, 2007. The offer price will be NOK 22.50 per share in cash. The offer values Active Subsea's equity, including shares, options and warrants, at NOK 1.31 billion.
As of this evening, Trico had received pre-acceptances from shareholders owning more than 50 million shares, options and warrants in Active Subsea, representing 85% of the fully-diluted shares, including 38% held by the board of directors and management.
The offer is conditional upon the tender of 90% of Active Subsea's shares, obtaining regulatory approvals, the continued compliance with representations, warranties and covenants made by Active Subsea to Trico, the approval of resolutions relating to the transaction at an extraordinary general meeting of Active Subsea's shareholders, and no material adverse change in Active Subsea. The details of the offer including the offer period will be described in the offer document that will be sent out via ordinary mail to all shareholders of Active Subsea.
The board of directors of Active Subsea believes that it is in the best interests of the company's shareholders to support the offer. A formal board statement recommending the offer will be made at a later date. All board members of Active Subsea holding shares and warrants have pre-accepted the offer for the shares and warrants they hold in Active Subsea.