Leading engineering services company, Neptune Marine Services (ASX: NMS) today announced that it had completed the acquisition of Aberdeen based, Subsea Engineering Services Limited (SES), a specialist provider of subsea consultancy and project services to the global oil and gas industry.
Neptune acquired 100% of the issued capital of SES for an initial cash payment of £4.012 million (AUD$8.629 million*). The Company also issued 6,820,532 fully paid ordinary shares at $0.305944 cents each, valued at £1 million (AUD$2.086 million*) calculated on 10 day VWAP prior to 31 December 2008. The shares were issued to the vendors Allister William George Fraser, Jennifer Oman Fraser, Hugh David Parker and Barbara Louise Parker personally, and will be held in voluntary escrow until 30 December 2009. Earn out payments based on EBIT performance of SES will be made over a three-year period, 80% in cash and 20% in Neptune shares.
The acquisition of SES was funded by an overseas currency loan facility provided by National Australia Bank Limited (NAB), being an extension of the Company’s existing secured debt facilities with NAB. Under the terms of the acquisition, SES Directors Allister Fraser and Hugh Parker, the senior management team and all full time employees will remain with the business to help drive its future growth and development. Managing Director and CEO of Neptune Marine, Christian Lange, said the acquisition of SES was a vital component in the company’s international growth strategy.
“The expertise that SES brings to the group will further enhance Neptune’s comprehensive subsea capabilities and build on the successful integration of Neptune Deeptech to provide significant growth opportunities in the resurgent North Sea region,” he explained. “Neptune Deeptech has proven to be an excellent business and is growing its earnings and revenues. The addition of SES will provide Neptune with greater market presence and the opportunity to capitalise on the billions of dollars in subsea expenditure that is forecast for the European market over the next three years.
“Furthermore, SES will provide the Neptune group with advanced technical capabilities in the design of specialist subsea equipment, niche capabilities that will be leveraged across the business and will add to our global service offering.” SES has established long term partnerships with some of the world’s leading energy companies including BP, Shell, Petronas, Woodside, Total and Petro Canada. The company’s reputation as a provider of quality, innovative and flexible subsea solutions complements Neptune’s business strategy of acquiring assets, technologies and expertise that add value to its unique integrated subsea services model.
“The acquisition will also boost Neptune’s presence in Aberdeen to more than 120 professionals, will add to our growing blue chip customer base and will expand our range of services and skills available to the industry. This will help us to secure projects of greater value and scope such as those we are now experiencing in Australia,” Mr Lange added.
*Foreign exchange rate of $2.151 as at 9 January 2009 for £1: British Pound equivalent