Aqualis ASA : Extended stock exchange notice - acquisition of Offshore Wind Consultants Limited
June 27, 2014 - London
Oslo, Norway, 27 June 2014
This notice is prepared and published in accordance with sections 3.4.1 and 3.4.2 in Continuing Obligations for companies listed on Oslo Børs.
Reference is made to Aqualis ASA's (OSE: AQUA) announcement dated 19 May, when the company signed a memorandum of understanding to acquire Offshore Wind Consultants Limited, a leading provider of consultancy services to the offshore renewables industry. Following a financial, legal and operational due diligence, Aqualis ASA (Aqualis) and Offshore Wind Consultants Ltd (Offshore Wind Consultants) have signed the definite share purchase agreement between the two parties.
The purchase price for 100 percent of the shares in Offshore Wind Consultants is GBP 125,238 in cash, plus a consideration of 2,675,056 shares in Aqualis ASA valued at a fixed price of NOK 2.75 per share. The consideration shares in Aqualis ASA are subject to a lock-up period of a minimum of three years from the date of closing of the transaction.
Furthermore, the five full time employees, including the sellers, of Offshore Wind Consultants will be given the right to acquire a total of 1,000,000 shares in Aqualis at a strike price of NOK 3.00 per share. Such options can be exercised 3 years after the completion date, at the earliest, and is subject to that the relevant employee has not terminated its employment in the company.
The transaction is expected to be closed on 27 June 2014.
Offshore Wind Consultants
Offshore Wind Consultants, based in London, UK, is currently owned by the company's management. It is a globally focused consultancy providing independent services to the offshore renewables industry. The company, which currently engage nine staff, of which five are full-time employees, specialises in providing consultancy services to offshore wind farm developers and investors into offshore renewables projects. In 2013, the company had revenues of approx. GBP 783,000 and net profit of approx. GBP 72,000.
The core team within Offshore Wind Consultants has unrivalled expertise and experience in the industry, which dates back to the first offshore wind farm development project in the UK. The key members of the team have been involved in most of the major offshore wind projects that have been developed in the UK and the rest of Europe to date, and have also established reputations in both North America and the Far East.
The management team in Offshore Wind Consultants consists of Ian Bonnon (Managing Director)Michael Hotze (Director).
The board of directors in Offshore Wind Consultants currently consists of Ian Bonnon (Director) and Michael Hotze (Director).
The significance of the transaction for Aqualis
Offshore Wind Consultants has an unrivalled reputation for providing a quality service and delivering innovative and reliable solutions, by being able to draw upon extensive technical knowledge and practical experience which goes back into the late 1990s within offshore wind. The company has a number of long-term contracts with a strong pipeline of secured work throughout Europe for the remainder of 2014 and beyond.
The acquisition of Offshore Wind Consultants offers Aqualis Offshore additional access to the offshore wind and renewables industry.
On 28 April 2014, Aqualis announced the acquisition of Tristein AS, a company that possesses valuable expertise within the renewables and offshore wind segment - as well as the oil and gas sector - on the Norwegian continental shelf.
The combination of the offshore wind consultancy team within Tristein AS and Offshore Wind Consultants will allow Aqualis Offshore to tackle larger projects and provide an even better service to its customers on both the UK and Norwegian sides of the North Sea as well as across Europe and beyond.
Upon closing of the transaction, Offshore Wind Consultants will be integrated into Aqualis Offshore UK Limited, the UK operating company of Aqualis ASA's offshore division.
Aqualis Offshore is a specialised offshore marine and engineering consultancy firm that employs more than 125 people. Since trading started in 2013, Aqualis Offshore has established 13 offices in nine countries throughout the world's key offshore oil and gas regions. The company focuses on the shallow and deep-water offshore segments of the oil, gas and wind industries
See attached document for key financial figures for Offshore Wind Consultants.
For further information, please contact:
+47 23 01 49 90 / +47 95 17 91 90
+47 901 10 153
Aqualis ASA is a Norwegian public company focusing on building a profitable and successful business based on its key competences within the marine and offshore and healthcare sectors.
Aqualis Offshore is a specialized offshore marine and engineering consultancy firm, focusing on the shallow and deep-water offshore segments of the oil, gas and wind industries. Its core services includes concept, FEED and basic design engineering for upgrades and conversion of jack-ups, FPSOs and rigs, marine warranty services, transportation and installation, rig moving, dynamic positioning, construction supervision and due diligence services. The company is currently operating out of 13 offices worldwide.
Aqualis Healthcare is focusing on securing potential value from its patent portfolio and licensing agreements generated by the former Clavis Pharma ASA, as well as investigating new investment opportunities within the healthcare sector. Aqualis Healthcare has a large portfolio of patents relating to its LVT-technology, as well as licensing agreements for the potential development of selected drug compounds.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Aqualis ASA via Globenewswire