Technip, Global Industries Agree to Merge

- Technip, Global Industries Agree to Merge

Monday, September 12, 2011
Technip

Technip announced Monday an agreement to acquire the entire share capital of Global Industries and reinforce its leadership in the fast-growing subsea segment of oil services. The two companies have entered into a definitive merger agreement whereby Technip will pay US$8.00 per Global Industries share. The transaction values Global Industries at US$1,073 million (EUR768 million at current exchange rates), including approximately US$136 million of net debt. The Board of Directors of Global Industries has unanimously approved the transaction.

The transaction price represents a 55% premium to Global Industries' share closing price on September 9, 2011, the last day prior to announcement of the transaction. The transaction is to be funded using existing cash balances and credit facilities.

Global Industries brings to Technip its complementary subsea know-how, assets and experience, comprising 2,300 employees operating 14 vessels, including notably two newly-built leading edge S-Lay vessels, as well as strong positions in the Gulf of Mexico (US and Mexican waters), Asia-Pacific and the Middle East.

Technip's global presence, world-class technologies, assets and services and strong project management track record will realize the full value and potential of Global Industries' know-how, assets and experience, and broaden opportunities for Global Industries' employees.

The acquisition of Global Industries reinforces Technip's leadership in the fast-growing subsea market. Strong revenue synergies are expected as the acquisition will substantially increase Technip's current capabilities and expand its addressable market by around 30% in deep-to-shore subsea infrastructure. Cost synergies are estimated to be at least US$30 million.

Given the anticipated synergies, the transaction is expected to be accretive to Technip's earnings per share by around 5 to 7% in 2013.

The transaction is expected to close early in 2012. The management teams of Global Industries and Technip will work closely together to define the integration plan. Thierry Pilenko, Chairman and Chief Executive Officer of Technip, said:

"The acquisition of Global Industries reinforces Technip's leadership in Subsea, one of our three market segments alongside Onshore and Offshore. The subsea market looks likely in 2011 to show a record amount of orders for our industry and our own backlog at end-June 2011 is above its previous peak. We see that our customers continue to firm up a substantial number of large offshore developments with Brazil, the Gulf of Mexico, West Africa and Asia Pacific leading the way to drive future growth. Our investment in Global Industries substantially expands our addressable market in subsea. Global Industries' capabilities, know-how and experience, notably in S-Lay and Heavy Lift, add to our already unique vertically integrated range of products and services, enabling us to offer our clients greater value in the execution of complex projects from deep-to-shore. We expect that the application of Technip's own skills in offshore and subsea developments, its commercial footprint and its project management experience will drive a rapid deployment of the Global Industries teams and assets on customer projects. The transaction is expected to meet our hurdle rate, create value for Technip's shareholders, and raise earnings per share starting by around 5 to 7% in 2013."

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DNO, RAK Petroleum Agree on Merge of RAK's Operating Units

- DNO, RAK Petroleum Agree on Merge of RAK's Operating Units

Monday, September 05, 2011
Dow Jones Newswires
STOCKHOLM
by Dominic Chopping

Norwegian oil company DNO International said Monday it has signed a definitive agreement to merge RAK Petroleum's oil and gas operating companies into the Norwegian company, completing talks that started in July of this year.

Under the proposed transaction with United Arab Emirates-based RAK Petroleum Public Company Limited, DNO will issue RAK Petroleum shares at NOK9.50 a share, valuing DNO at $1.64 billion, against a value of the RAK Petroleum assets of $250 million.

"By combining our two companies' assets and people, the enlarged DNO International will be positioned not only to extract greater value from the existing exploration and production properties but to play an even more active role in the Middle East and North Africa or MENA region," DNO Managing Director Helge Eide said in a statement.

He added that DNO is committed to further expanding its operations in the Kurdistan Region of Iraq.

Copyright (c) 2011 Dow Jones & Company, Inc.

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Odfjell, Ross to Merge Companies

- Odfjell, Ross to Merge Companies

Thursday, July 14, 2011
Odfjell Drilling AS

Odfjell announced the merger between Odfjell Well Management (OWM) and Ross Offshore (RO). Ross Offshore acquires the two Odfjell Drilling companies Odfjell Well Management AS and Odfjell Well Management Consultants AS. The name of the combined company will be Ross Offshore.

The combination of Odfjell Well Management and Ross Offshore will provide clients with a spectrum of services from qualified professionals to assuming the role as the "in-house" drilling and well department. The services of total well management comprise planning, operations, logistics, project-management, cost control, HSE, authority applications and marine management. With this broad service offering, Ross Offshore will be well positioned to serve its clients with the complete value chain.

Drilling activity on the NCS is expected to increase significantly over the next 3-4 years, which supports a strong underlying growth in the well management and the consultancy outsourcing market. Further, there is a growing focus on Carbon Capturing and Storage. The range of growth opportunities in the coming strong market is large, and Ross Offshore has now secured a good position to capture on these opportunities.

Peder Sortland, currently the CEO of Subsea Technology Group (STG) and also in his capacity as the designated CEO of the combined business, expresses satisfaction that the owners of the two companies have agreed to join forces based on sound industrial logic. The merger is strongly supported by the management of RO and OWM as well as STG.

Furthermore, Bjornar Iversen, Executive Vice President of Business Development in Odfjell Drilling, expressed, "By joining forces, this merger will create a focused company positioned to be a leading provider of well management and subsurface competence in Norway with international potential. This enhanced platform will enable us to better serve the needs of our jointed customers and provide them with existing capabilities, a more complete service offering and a broader resource base."

Post the transaction, STG and Odfjell Drilling will, through a joint holding company control approximately 40% each of the combined business whilst the balance will be held by minority shareholders. Prior to this transaction Ross Offshore has been owned 69% by STG. STG is again predominantly owned by the oil and gas specialist private equity investor HitecVision. OWM and its subsidiary OWMC have been owned by Odfjell Drilling Technology Ltd.

The combined business will have revenue of approximately NOK 530 million, and close to 200 employees and consultants. The head office of the combined business will be in Stavanger. The purchase price is not disclosed. The transaction is subject to customary approval by the Norwegian Competition Authority. Expected closing of the transaction is medio August.

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SapuraCrest, Kencana Petroleum to Merge in $3.95B Deal

- SapuraCrest, Kencana Petroleum to Merge in $3.95B Deal

Monday, July 11, 2011
Dow Jones Newswires
KUALA LUMPUR
by Ankur Relia

Malaysia's SapuraCrest Petroleum and Kencana Petroleum said Monday they have received separate takeover offers from an unlisted company which plans to merge them in a MYR11.85 billion ($3.95 billion) combined deal that could create the country's second largest oil and gas services provider in terms of market capitalization.

Integral Key Sdn Bhd, a shell vehicle wholly owned by Malayan Banking's private equity unit Maybank Ventures Sdn Bhd, has made takeover offers for both SapuraCrest and Kencana, the companies, as well as Integral Key, said in statements Monday. Maybank Investment Bank and CIMB Investment Bank are the joint advisors to the shell company.

"The principal shareholders of SapuraCrest and Kencana are keen to consider the merger," E. Sreesanthan, Integral Key's legal adviser, told reporters at a press conference.

Integral Key plans to acquire all the assets and liabilities of Kencana and SapuraCrest and merge them into an integrated oil and gas service provider, the two companies said in separate exchange filings.

If successful, the merged entity will be the second-largest player in the country's oil and gas services sector after Malaysia Marine & Heavy Engineering Holdings, a unit of national oil company Petroliam Nasional Bhd (Petronas).

Both SapuraCrest and Kencana have been looking to move up the value chain and expand their offerings in order to take advantage of the robust oil and gas industry in the region amid higher global oil prices.

"The merged entity will be in a strong position to undertake larger and more complex projects, thus significantly improving business prospects," Integral said in its letter of offer to both companies. The tie-up will "create a full-fledged integrated oil and gas services provider with strong delivery capabilities across the value chain," it added.

The entity also stands to benefit from Petronas' MYR300 billion capital expenditure program over the next five years, analysts said. Petronas is planning to replace or refurbish its oil and gas production assets in Malaysia. A merged firm will also be in a better position to bid for contracts outside the country, they added.

The deal, which will be the fourth-largest domestic merger in the Southeast Asian nation and the largest this year, was planned by Malaysia's top two investment banks--Maybank and CIMB-- and has the support of the key shareholders of the two takeover targets.

Integral Key has the support of SapuraCrest's key shareholder Sapura Holdings, which holds 40.1% in SapuraCrest, and Kencana's major shareholder Khasera, which holds 32.4%, CIMB Group Deputy Chief Executive Officer, Corporate and Investment Banking, Charon Wardini Mokhzani said.

Once the merger is complete, Sapura Holdings will hold 20.0% and Khasera will hold 16.2% in the combined entity, according to the merger plan.

SapuraCrest Petroleum said Integral Key is offering to pay MYR5.87 billion, or MYR4.60 a share, through an issue of 2.50 million new shares in Integral Key and a cash payment of MYR875.1 million. The offer price for SapuraCrest represents a 2.4% premium over its Friday closing price of MYR4.49.

Kencana Petroleum said Integral Key is offering to pay MYR5.98 billion, or MYR3.00 a share, through an issue of 2.51 million new shares in Integral Key and a cash payment of MYR968.7 million. The offer price for Kencana represents a 7.1% premium over its Friday closing price of MYR2.80.

Maybank Investment Bank and CIMB Investment Bank expect the deal to be completed in within eight months, post which both SapuraCrest and Kencana will be delisted from the stock exchange, and the merged entity will be listed under a new name.

Kencana said it has hired AmInvestment Bank Bhd and Credit Suisse as the adviser and financial adviser, respectively for the offer; while SapuraCrest said the board will appoint relevant advisers in due course and deliberate the terms of the offer.

Integral Key has submitted the offers to the boards of SapuraCrest and Kencana on Monday and the two companies have until Aug. 15 to respond to the offers.

Copyright (c) 2011 Dow Jones & Company, Inc.

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Iran Parliament Rejects Ahmadinejad's Plan to Merge Ministries

- Iran Parliament Rejects Ahmadinejad's Plan to Merge Ministries

Wednesday, June 22, 2011
Deutsche Presse-Agentur (dpa)

Iran's parliament will not consider a plan by President Mahmoud Ahmadinejad to merge the ministries of oil and energy, a Tehran newspaper said Wednesday amid a political row between his government and parliament and elements of the clergy.

"A relevant parliamentary commission came to the conclusion that the oil ministry is important and should stay independent," deputy Hissein Sobhani-Nia was quoted as saying by Donyaye Eqtesad.

"Therefore, the parliament has removed the merger of the oil and energy ministries from the agenda," he said.

Observers said the dispute between parliament and Ahmadinejad's government is believed to go beyond technicalities and has become an ideological problem.

Ahmadinejad planned to merge the two ministries and become caretaker of the oil ministry himself until the plan was realized.

Parliament and the senate-like Guardian Council rejected the caretaker plan as illegal, forcing Ahmadinejad to introduce a new caretaker.

In the meantime, the president's plan to create a sports ministry failed after parliament on Tuesday rejected his candidate.

The rejections were expected to escalate the crisis between government supporters and conservatives in the parliament, as well as clerical circles who accuse Ahmadinejad and his aides of no longer following the principles of the Islamic establishment.

The main target of the conservatives and clerics is Ahmadinejad's chief of staff and relative by marriage, Esfandiar Rahim Mashaie, whom they accuse of undermining their power.

Parliament presented an ultimatum Monday to Foreign Minister Ali-Akbar Salehi over one of his deputies who is linked to Mashaei. Salehi was told to either fire Mohammad Sharif Malekzadeh or face impeachment. Salehi gave in, and Malekzadeh resigned Tuesday.

Mashaei and other close aides of the president are branded by critics as a "deviant current" for preferring a nationalistic rather than an Islamic political approach.

Some critics have gone so far as to charge Mashaei and his group with plans to remove the clergy from power. Ahmadinejad has denied the charges but at the same time supported his aides, including Mashaei.

Copyright 2011 dpa Deutsche Presse-Agentur GmbH

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