Norway’s Hunter Group has entered into a share purchase agreement with IKM Gruppen for direct and indirect acquisition of all shares in IKM Subsea Holding, IKM Subsea, and IKM Technology.
These three IKM units are together referred to as IKM Subsea & Technology Group.
Hunter said on Thursday that the acquisition of the IKM Subsea & Technology Group represented a significant milestone for the company.
According to Hunter, the acquisition of IKM Subsea & Technology Group, a remotely operated vehicle (ROV) operator, will provide Hunter with a strong platform for growth in the subsea segment.
Following completion of the transaction, IKM Gruppen will become a significant shareholder in Hunter and will focus its future subsea activities through the company.
Also, the owner of IKM Gruppen, Ståle Kyllingstad, will become a member of the board of directors of Hunter. The transaction is expected to be completed during the first quarter of 2018.
The purchase price for the shares will be settled by a cash payment of NOK 250,000,000 ($32.2 million), issuance of 23,901,412 new ordinary shares in the Hunter Group, and by an interest-free seller’s credit with a total amount of NOK 55,455,063 which will be converted to new ordinary shares in Hunter.
To satisfy one of the conditions for completion of the transaction, Hunter intends to carry out a private placement of new shares with expected gross proceeds of a minimum of NOK 75,000,000.
The net proceeds from the private placement will be used to partly finance the acquisition of the IKM Subsea & Technology Group and partly for general corporate purposes.
IKM Gruppen will subscribe for NOK 10 million in the private placement. The application period for the placement began on Thursday and ended on Friday at 08:00 (CET).
IKM Gruppen will not, for a period of 24 months following completion of the transaction, offer or sell or otherwise dispose of any of the consideration shares or conversion shares without the prior written consent of the Hunter board of directors.
It is worth noting that IKM Gruppen owns all the shares in IKM Subsea Holding, which in its turn owns all the shares in IKM Subsea. IKM Technology is jointly owned by IKM Gruppen and IKM Subsea Holding, holding 17.53% and 82.47% of the shares in IKM Technology, respectively.
Before the completion of the transaction, certain intragroup debt of approximately NOK 330,000,000 (with interest) owed by IKM Subsea to the IKM Gruppen will be converted to equity. Following the conversion, IKM Subsea will be jointly owned by IKM Gruppen and IKM Subsea Holding.