Following two takeover offers for the marine seismic data provider, MultiClient Geophysical (MCG), the company has decided to recommend the offer made by Geoex Ltd, deeming it fair, and not the one made by Spectrum.
According to MCG’s Oslo Stock Exchange filing on Thursday, the board of directors has unanimously decided to recommend that its shareholders accept the voluntary cash offer from Geoex Ltd for all outstanding shares in the company for NOK 1.40 per share, or at over NOK 130 million in total.
To remind, Geoex launched its first offer to acquire MCG valuing the company at NOK 111.4 million on January 19. Days later, Spectrum launched a competing offer valuing MCG at NOK 116 million. At the beginning of February, Geoex increased its first offer to NOK 130 million.
Geoex’s second, improved offer represents a premium to the offer price offered by Spectrum in the competing offer of approximately 13% and a premium to the initial offer offered by Geoex of approximately 17%.
Commenting on Geoex’s offer, Jon Stærkebye, Chairman of MCG, said: “After having extensively explored multiple options to enhance shareholder values, and after having undertaken a detailed review of the terms and conditions of the offer, the board is of the opinion that the offer reflects the strategic and financial value of MultiClient Geophysical ASA, and represents a significant premium to the share price. As well as providing value for shareholders, the board recognizes the opportunity for MultiClient Geophysical ASA to continue its growth strategy under the offeror’s ownership. The board recommends that shareholders accept the offer.”
Tom Wolden, Chief Executive Officer of MCG, said: “This offer represents an exciting new chapter for MultiClient Geophysical ASA. Under the new ownership proposal, the company will benefit from experienced partners, whose dedication, track record and supportive long term approach will provide strong support to reach the company’s full potential and long term ambitions.”
MCG has engaged Carnegie, an independent adviser, to provide a fairness opinion in connection with the offer. The recommendation to take the offer made Geoex was based on the offer price, terms, and conditions and the fairness opinion received from Carnegie, which provides that from a financial point of view the offer is fair to the shareholders of the company.
In reaching its conclusion to recommend the offer made by Geoex, the board also considered the positive effects the offer might have for the other stakeholders of the company, including employees, customers and business partners.
“The board recognizes that the experience and track record of the offeror puts the offeror in a strong position to develop the business of MultiClient Geophysical further. The board believes that the company’s long-term growth potential would benefit from the offeror’s experience,” MCG said.
No reorganization plans
MCG also noted Geoex’s statement in the offer confirming it has no specific plans for reorganization of the company. The offeror intends to keep the subsidiaries of the company in the Geoex structure, consequently being sub-subsidiaries of the offeror. In addition, the offeror has made no firm plans in respect of any change of the employment relationships that are established in the company.
MCG added it has the right to change the recommendation in case of a superior offer. Otherwise, the board has found the offer made by Geoex to be “in the best interests” of the company and its shareholders and recommends that its shareholders accept the offer made by Geoex. On this basis, and on the same reasons, the board does not recommend the competing offer made by Spectrum.
Offshore Energy Today Staff