Wedding Season or Offshore Consolidation Takes Two Giant Steps

Monday was a big day in the offshore sector with two major transactions announced. First BW Offshore (“BWO”) made a voluntary exchange offer for all of the shares of Prosafe Production Public Limited it does not currently own. The company is offering 1.2 BWO shares and NOK 5.25 in cash for each share, which consideration equates to NOK 16.21 based upon Friday’s closing price, valuing Prosafe at approximately NOK 4.1 billion or a 17% premium to Prosafe’s closing price on Friday. BWO currently owns directly or indirectly 23.88% of the total outstanding shares with a wholly owned subsidiary owning a further 6.1%. Presently BW Group owns 66.95% of the total number of shares in BWO and will be diluted to approximately 47% to 49% shareholding in the combined company based upon an acceptance level of between 90% and 100%. The combination will create an FPSO company with the diversification, presence, resources and competence to meet the increasing requirements from both clients and regulators.

BWO will finance the cash consideration from available credit facilities. In connection with the offer BWO has established a new bridging credit facility of $1.1 billion from BW Group on competitive terms with expiry in November 2011. The new facility together with the availability under the existing credit facility of $1.5 billion will be sufficient to finance the entire cash consideration and refinance Prosafe’s existing credit facilities, while providing capacity for growth.
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Maximizing Value

Wilh. Wilhelmsen ASA (“WW”) is in the process of restructuring the company into 3 business units, shipping, logistics and maritime services, with the intention that shipping and logistics will be carved out and listed as a separate distinct entity on the Oslo Borse. New investors will be given the opportunity to invest alongside Wilh. Wilhelmsen Holdings, in the new WW, which will own 100% of Wilhelmsen Lines and its many interests in shipping and logistics companies as shown herein.

The company provides shipping and logistics (“factory to dealer”) services within the automotive, construction and agricultural industries using an owned/operated fleet of 136 car carriers and RoRo vessels. The exercise is designed to create a pure play shipping and logistics business, which will be able to take advantage of the following market opportunities:
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Announce Deals; Get Check; and List on the NYSE

Only John Fredriksen can announce a deal a deal on Tuesday and have financing in place the same day. It has been a very busy week for the management of Seadrill who while in the midst of these transactions travelled to NY to open the New York Stock Exchange in honor of the listing of the shares here. The common theme here is growth capital.

It all began on Monday, when Seadrill acquired an additional 1.3 million shares in Scorpion Offshore at a price of NOK 36 per share. With this purchase, Seadrill now controlled ~36 million shares or 40.1% of the outstanding issued shares, triggering an obligation to make a mandatory cash offer for the remaining shares or reduce its holdings below that threshold within 4 weeks.
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Bergesen Back to Oslo Stock Exchange