DECEMBER 21, 2012 — Fincantieri has signed an agreement for the acquisition from STX Europe of 50.75 percent of Singapore-listed offshore service vessel specialist STX OSV. The terms of the agreement have been approved by the Boards of Directors of Fincantieri and STX Europe.
Under the transaction Fincantieri will buy, through its wholly owned subsidiary Fincantieri Oil & Gas S.p.A., 50.75 percent of STX OSV at a price of SGD 1.22 per share, totaling approximately Euro 455 million (approximately SGD 730 million). The offer price represents a discount of 12.9 percent to the closing price on December 20, equal to SGD 1.40 per share, and of 17.5 percent to the weighted average price of the past three months, equal to SGD 1.48 per share.
The closing of the acquisition will take place within the first four months of 2013 after the conditions precedent have been satisfied. Fincantieri Oil & Gas S.p.A. will then launch a mandatory cash offer for the remaining shares, in compliance with the rules of the Singapore Code on Take-overs and Mergers.
The total value of the transaction, including both the acquisition of the 50.75 percent stake and the mandatory cash offer, will amount to approximately Euro 900 million (about US$1.19 billion). It will be financed mainly from Fincantieri's internal resources and with a syndicate loan provided by a pool of banks (Banca IMI, BNP Paribas - Italian branch, Carige, Unicredit) and by Cassa Depositi e Prestiti as a lender guaranteed by SACE.
STX OSV has approximately 9,200 employees and 10 shipyards around the world (five in Norway, two in Romania, one in Vietnam and two in Brazil, one of which is currently under construction). In the past three years it has generated average revenues of approximately Euro 1.6 billion and EBITDA of approximately Euro 190 million. At the end of the 2012 third quarter its order backlog was Euro 2.1 billion.
It is one of the main players in the segment of highly advanced offshore support vessels. In particular, it is one of the world's most important producers of Anchor Handling Tug Supply Vessels (AHTS), Platform Supply Vessels (PSV) and Offshore Subsea Construction Vessels (OSCV). It is also one of the top builders of research, coastal patrol, seismic survey and ice-breaking vessels.
This acquisition marks Fincantieri's entry into a market segment complementary to its current ones. The Italian shipbuilding giant says the development of synergies with its existing businesses will allow an increase in production volumes, that will be beneficial not only for employment levels across the Group but also for Italy's entire production system.
"Today marks the beginning of a new era for Fincantieri," said Giuseppe Bono, CEO of Fincantieri. "In fact, the acquisition of STX OSV will further enhance our position as a leading international competitor. This will strengthen Fincantieri's commitment to pursuing a strategy of diversification and development in order to retain our long-term competitiveness and generate important positive impacts for our Italian assets."
"I'm sure this is the right way forward to optimize our global leadership position in the high value-added end of the shipbuilding industry and to establish ourselves as champions of the Western world," added Mr. Bono. "This transaction is a source of pride for all Fincantieri's employees and business partners."
Roy Reite, Chief Executive Officer and Executive Director of STX OSV, said, "We look forward to the cooperation with our new majority shareholder. As always, we remain focused on maintaining stable relationships with our clients, suppliers and other stakeholders. STX OSV will continue to develop its position in designing and building high-end, complex and customized offshore support vessels."