Norway-based cylindrical floater specialist Sevan Marine has entered into an agreement to divest a substantial part of its business to Singapore’s Sembcorp Marine for a cash consideration of $28 million.
Sevan entered into the deal with a Sembcorp Marine subsidiary, Sembcorp Marine Integrated Yards Pte. Ltd. (SCM), on Thursday, June 7.
Under the deal, SCM will acquire interests and title to all of Sevan Marine’s intellectual property and proprietary business, employees, the shares of HiLoad LNG AS and to certain other defined assets against cash consideration of $28 million, Sevan informed on Friday.
The cash consideration from the transaction is intended to be distributed to Sevan Marine’s shareholders to the extent allowed by statutory law. The transaction is subject to approval by the shareholders’ meeting and other third-party consents being obtained.
As a result of the transaction, the scope and scale of Sevan Marine’s operations will be substantially reduced.
Sevan Marine will retain the income from the Dana Western Isles license agreement and the shares of Sevan Holding V AS including the position as claimant in the Logitel-case.
The transaction will result in Sevan Marine’s remaining business being limited, however generating operating revenues from existing licenses going forward with some upside potential. The Shell Penguins License agreement is intended to be transferred to SCM.
To remind, Shell last January made a final investment decision on the redevelopment of the Penguins oil and gas field in the UK North Sea and selected Sevan Marine to provide the technology for the circular FPSO and provide technical support during the design phase of the project.
Sevan also said on Friday that all funds received from Shell under this agreement will be paid to Sevan Marine from SCM as and when received. These funds are not included in the cash consideration. The company intends to retain its listing on the Oslo Børs.
Sevan Marine’s board will propose to distribute the cash consideration and other available funds to its shareholders, to the extent permitted, as soon as practically possible following completion of the transaction. The board believes that it can return 6 NOK / share or approximately MNOK 330 to shareholders in the next 6 to 12 months subject to the transaction completing and required shareholder and corporate approvals having been received.
The board will propose a share capital reduction of 2 NOK / share to be approved at the same extraordinary general meeting as the transaction. After completion and the finalizing of an interim balance sheet, the board then intends to declare an interim dividend equal to the cash consideration (approximately 4 NOK / share).
All employees to transfer
All operating and associated costs including unexpired leases in maintaining the three office locations and all the employees in Sevan Marine will transfer to SCM, subject to acceptance from the relevant employee under the rules governing transfers of business undertakings.
CEO Reese McNeel has entered into a retention agreement with Sevan Marine and Sevan Marine has the option to retain his services for an additional 12 months from completion on terms customary for such agreements.
Subject to completion of the transaction, McNeel will be entitled to receive a success fee of NOK 1,500,000. Other members of the management team will also be entitled to receive success fees on completion of the transaction of NOK 600,000 in aggregate.
Erling Øverland, Chairman of Sevan Marine, commented: “The agreement is the result of a long process in a challenging situation for the company. The board is pleased to enter into an agreement with a reputable industrial partner. We believe the transaction will be in the best interest of Sevan Marine, all of our shareholders, employees and business partners. It will enable us to distribute to the shareholders a substantial part of the value of the company and provide an excellent service going forward. The board will work diligently to realize value from the remaining assets of the company.”
The completion of the transaction is expected to take place in 3Q 2018 but it remains subject to approval from the general meeting of Sevan Marine with 2/3rds majority.
Companies controlled by Teekay Corporation representing 43.5% of Sevan Marine’s shares have expressed support for the transaction.
Right to terminate
If Sevan Marine receives a binding offer, subject to customary conditions, from another party for the business and assets contemplated by the transaction for a cash price not less than 10 % higher than the cash consideration or a voluntary or mandatory cash offer is announced, Sevan Marine has the right to terminate the transaction. SCM will have the right, but not an obligation to match such offer.
Sevan Marine has agreed to reimburse SCM reasonable transaction costs should the company terminate the agreement.
Upon completion, SCM will terminate the dispute between Sevan Marine and Sembmarine SSP Inc and Jurong Shipyard Pte. Ltd filed in Texas, United States.
The agreement will terminate if the conditions are not fulfilled prior to December 31, 2018.