Bergen Group, Semco conclude agreement for the sale of Hanøytangen
Bergen Group has now come to an agreement with Semco Maritime AS for sale of the rig service activity, and with Hellik Teigen AS and Hellik Teigen Eiendom AS for sale of the real estate at Hanøytangen, the Group’s release says.
The parties have agreed to uphold the sales price of NOK 245 million, as set out in the agreement which was terminated two weeks ago. A closing of the transaction is expected to take place by end of today.
Bergen Group ASA announced the termination of the sale agreements on 4 May 2015. Late last week the parties re-established negotiations on initiative from Semco Maritime AS and Hellik Teigen AS. During the last few days, the parties have succeeded in a constructive resolving of the inconclusive elements that caused termination of the previous closing process, without any impact on the total value of the transaction of NOK 245 million.
The sale of Bergen Group’s operational rig service activity and real estate at Hanøytangen will therefore be completed as originally announced to the market 13 April 2015. Thus, the transaction is based on the previously signed share purchase agreement between Bergen Group Offshore AS and Hellik Teigen AS for the real estate transaction, and the previously signed asset purchase agreement between Bergen Group Hanøytangen AS and Semco Maritime AS for the sale of the operational rig service activity.
Today, Chairman Magnus Stangeland of Bergen Group ASA, CEO Steen Brødbæk of Semco Maritime AS and CEO Ring Tore Teigen of Hellik Teigen AS, can conclude on a constructive ending and a final closing now taking place.
“We are happy to announce a positive outcome of a transaction process in which all three parties have had a dedicated focus to complete. When the closing finalises today, we have succeeded in established a strong ownership at Hanøytangen and thus enabling this unique industrial area the possibility to become the North Sea leading facility within projects, service and maintenance for the rig market”, the three company leaders states in a joint comment.
Semco Maritime is looking forward to taking over the operational activities at Hanøytangen: ”We are pleased that all outstanding issues have been resolved, thus enabling the transaction. It is an important strategic step for Semco Maritime in pursuing our ambition to become the North Sea leader within projects, service and maintenance for the rig market. Hanøytangen has excellent yard facilities and is the deepest dry dock in Europe. It is a perfect match to our existing facilities in Esbjerg and Invergordon. Hanøytangen completes our set up in the North Sea triangle, thus enabling us to provide a very strong proposition to our clients with one of the largest and strongest rig upgrade and service facilities in Europe”, says Steen Brødbæk, CEO of Semco Maritime.
“We look forward to working with Hellik Teigen, who is a strong local partner, on the future development of the Hanøytangen facilities, where we see major possibilities. We enter this engagement to establish a strong third leg in our North Sea rig upgrade and service business and we are confident that we can transfer know how, procedures and best practice from our other units and tap into the market potential to make Hanøytangen successful and profitable”, says Steen Brødbæk.
When the previous closing process was terminated 4 May 2015, Bergen Group announced the same day that the Company had decided to enter into a term sheet related to a fully subscribed bond loan of NOK 250 million. This process is now terminated.
After the sale of Bergen Group ASA’s properties and operating assets at Hanøytangen, the Group’s remaining operational activity is related to the Services-segment, consisting of Bergen Group Services and Bergen Group Skarveland. In 2014, these two companies with over 250 employees had in total revenues of approximately NOK 400 million. The sale transaction enables Bergen Group to further strengthen the ongoing process of developing these companies and their strong position within industrial and maritime service, including prefabrication and service assignments towards the oil and gas industries. The order backlog for the Services-segment has during 2014 increased from NOK 45 million to NOK 171 million. Earlier this year, Bergen Group made an acquisition of the enterprise business at Fjell Industries AS at Sotra as a part of the process of securing further growth in the Group’s continued business segment.
The proceeds from the transaction with Semco Maritime AS and Hellik Teigen AS will be used to reduce the Group's current obligations, including syndicated loans and outstanding accounts payable. The total transaction price (on debt and cash free basis) will be paid on closing date, but with a limited sum to be held in escrow to secure the liability towards the buyers.
The property transaction will result in the following estimated accounting effects:
An impairment loss of approximately NOK 145 million allocated to property, plant and equipment's, already recognized in the 2014 financial statements disclosed 30 April 2014.
A net reduction of approximately NOK 20 million related to deferred tax asset, already recognized in the 2014 financial statements disclosed 30 April 2014.
A net gain before tax of approximately NOK 20 million allocated to disposal of investment in joint venture, to be recognized in the Q2 2015 interim report.
The transaction of net operational assets will result in a net gain before tax of approximately NOK 30 million allocated to disposal of net operational assets, to be recognized in the Q2 2015 quarterly report.