Spectrum swoops in with higher takeover offer for MCG

Spectrum, a provider of multi-client seismic surveys and seismic imaging services, has made a competing offer for the acquisition of the marine seismic data provider, MultiClient Geophysical (MCG).

On December 22 Geoex Limited, a multi-disciplinary geophysical and geological services company, announced its plans to launch a voluntary offer to acquire all outstanding shares in MCG. The offer was launched on January 19 at a consideration of NOK 1.20 per share, valuating the total share capital of MCG at NOK 111.4 million ($13.3M).

However, on January 24 Spectrum announced a competing voluntary offer to acquire all the issued and outstanding shares in MCG at a consideration of NOK 1.25 per share, which values the total share capital of MCG at NOK 116 million ($13.9M).

Spectrum said on Tuesday the offer price represents a premium to the Geoex offer of approximately 19% vs. the announced cash consideration of NOK 1.05 per share payable upon completion of the transaction and a 4% premium to the total announced consideration of NOK 1.20, including the deferred payment of NOK 0.15 per share.

The offer price represents 16% premium to the closing price on the Oslo Axess, immediately before the announcement of the Geoex offer, and a premium of 67% and 69% respectively to the volume weighted average share prices in the three and six month periods ending before announcement of the Geoex Offer on December 22, 2016.

Spectrum also said it was in the process of finalizing an offer document setting out the complete terms of the offer. The offer period is expected to start in early February 2017, pending approval from the Oslo Stock Exchange. The offer period is expected to be 2 weeks. The offer period may be extended, one or several times.

Upon the completion of the offer, Spectrum intends to proceed with a compulsory acquisition of the remaining shares in MCG. In connection hereto, the offeror will seek to have the MCG shares delisted from the Oslo Stock Exchange.

Conditions for completion of the potential offer

The completion of the offer is expected to be subject to identical or similar conditions as the Geoex Offer, including:

– Valid acceptances in respect of a number of shares of MCG which exceeds 90% of the shares and votes in MCG on a fully diluted basis;

– No change, effect, development or event that is or would reasonably be expected to have a material adverse effect on the financial condition, business assets, or results of operations of MCG group having occurred;

–  MCG having conducted its business in the ordinary course;

– All necessary approvals from competition authorities being obtained;

– No material litigation having been initiated or threatened against the MCG group which if adversely determined would reasonably be expected to result in a material adverse change;

– No court or other governmental or regulatory authority having taken any legal action that is in effect and restrains or prohibits the consummation of the offer and;

– The board of MCG having issued a recommendation of the offer and that such recommendation has not been amended or withdrawn without the consent of Spectrum.

Due to the company being in a public takeover situation with more than one bidder, MCG on Wednesday cautioned its shareholders against “making dispositions that reduce their flexibility with regards to their shareholding.”

Offshore Energy Today Staff

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