Download AGR SELLS ITS FIELD OPERATIONS DIVISION TO

AGR SELLS ITS FIELD OPERATIONS DIVISION TO OCEANEERING AS
Reference is made to the stock exchange announcement from AGR Group ASA (“AGR”)
dated 23 November 2011 whereby it was informed that AGR and FieldCo Invest AS on 22
November 2011 entered into a share purchase agreement for the sale of 100% of the
shares in AGR Field Operations Holdings AS (“Field Operations”) to Oceaneering AS, a
wholly-owned subsidiary of Oceaneering International Inc. (the “Transaction”).
The Transaction is expected to be completed prior to the end of December 2011, subject
to clearance from the Norwegian Competition Authority.
The purchase price for Field Operations, after deducting net debt as of 30 June 2011, is
set to NOK 1,010,600,000, based on an enterprise value of NOK 1,365,000,000.
The purchase price will bear interest of 4% p.a. calculated from 30 June 2011 and until
the date of completion of the Transaction.
Description of Field Operations
Field Operations offers a range of technologies and technology-based services within
asset integrity, operations and maintenance, serving the lifetime of an oil and gas field.
Pairing of personnel with cutting edge technologies is a key strategy for the Company to
achieve sustainable high profitability, growth and to differentiate the company from
competitors. Field Operations is well positioned within its field with a large number of
long term frame agreements with major oil companies. Field Operations is headquartered
outside Bergen, Norway, with offices in Norway, Sweden, the UK, Australia, Malaysia, the
US and Brazil. In total the company has approximately 800 employees of which the
majority are located in Norway and Australia. The executive vice president of Field
Operations is Åge Landro with Kai André Stæger-Holst as VP of finance. The current
Board of Directors of Field Operations is made up of Sverre Skogen (chairman), Svein
Sollund and Jostein Wasland.
For key financial figures for Field Operations see the enclosed financial information.
Implications of the Transaction for AGR
In anticipation of a sale of Field Operations, the remaining AGR has already been
reorganized into one entity. AGR is divided into five business areas where the Petroleum
Services part is run geographically; split into Norway, UK incl. Australia and the US.
Drilling Services is split into EDS, working with the RMR, EC-Drill etc. and Tool &
Technology.
This reshaped AGR enables a higher focus on the core products and facilitates capture of
synergies between Well management and Enhanced Drilling Solutions (EDS).
The remaining business areas in AGR delivered revenue of NOK 869 million and EBITDA
of NOK 108 million first half of 2011. Remaining AGR delivered full year 2010 revenue
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and EBITDA of NOK 1,425 million and NOK 194 million respectively. The long term loans
in the remaining AGR will be approximately NOK 700 million after repaying debt in Field
Operations.
Implications for key employees of AGR and Field Operations
FieldCo Invest AS (“FieldCo”), a company owned by certain members of the
management of AGR and Field Operations pursuant to a co-investment program in AGR,
owns 5.51% of the outstanding shares in Field Operations. FieldCo, as one of the sellers
in the Transaction, will receive its proportionate share of the purchase price upon
completion of the Transaction.
Pursuant to an agreement dated 25 March 2009 entered into between Åge Landro and
AGR, Mr. Landro will receive a bonus upon completion of the Transaction.
Arctic Securities and Thommessen are acting as advisors for AGR in connection with the
Transaction.
For further information, please contact:
Svein Sollund, CFO of AGR, phone +47 918 06 910
This information is subject to the disclosure requirements pursuant to Section 5-12 of the
Norwegian Securities Trading Act.
***
Financial information for Field Operations
This condensed consolidated financial information has been prepared in accordance with
IFRS. The condensed consolidated interim information has not been audited.
Income Statement
NOK 1000
Operating income
Operating expenses
EBITDA
Depreciation, amortisation
Operating Profit
Net financial items
Profit before tax
Taxes
Profit after taxes
5250109/1
01.01.-31.12.
2009
1.061.102
957.358
103.744
55.450
48.294
39.015
9.279
4.097
5.182
01.01.-31.12.
2010
1.060.945
951.156
109.789
61.452
48.337
24.255
24.082
9.141
14.940
01.01.-30.06.
2011
545.660
487.995
57.665
27.945
29.720
20.489
9.231
2.428
6.803
2
Balance Sheet
NOK 1000
Fixed assets
Deferred tax asset
Patents, research and development
Goodwill
Machinery and other equipment
Financial fixed assets
Total fixed assets
31.12.09
31.12.10
30.06.11
20.677
50.447
321.417
70.717
1.925
465.183
20.593
36.134
348.020
71.350
382
476.479
12.962
21.060
341.306
71.449
403
447.180
Current assets
Inventory
Accounts receivable
Other receivables
Group receivables
Cash and cash equivalents
Total current assets
3.443
235.062
50.520
91.979
7.335
388.339
3.288
238.574
24.034
119.083
15.670
400.649
2.884
252.910
34.588
924
16.713
308.019
Total assets
853.522
877.128
755.199
Equity
Paid in capital
Other equity
Total equity
10.215
154.009
164.224
42.789
170.732
213.521
42.789
168.482
211.271
8.989
14.276
10.403
8.533
2.905
295.748
307.186
Long-term liabilities
Provisions
Deffered tax liability
Group Loans
Other longterm liability
Liabilities to financial institutions
Total long-term liabilities
350.355
384.023
8.758
6.683
39.128
314.616
369.185
Short-term liabilities
Debt to credit institutions
Trade payables
Tax payable
Public charges
Group Liabilities
Short-term liabilities
Total short-term liabilities
13.562
40.054
12.871
18.293
149.878
70.617
305.275
29.517
60.250
9.450
15.140
111.223
68.842
294.422
60.733
52.925
6.941
27.628
8.451
80.064
236.742
Total liabilities
689.298
663.607
543.928
Total equity and liabilities
853.522
877.128
755.199
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