Bergen Group : Bergen Group : Sale of Rosenberg - detailed announcement
Reference is made to announcement of 21 February 2013. This announcement is
prepared and published in accordance with section 3.4 of the Continuing
Obligations of stock exchange listed companies.
Bergen Group ASA through its wholly owned subsidiary Bergen Group Offshore AS
("Bergen Group" or the "Company") has entered into a share and purchase
agreement (the "SPA") with WorleyParsons Norway AS ("WorleyParsons") on 20
February 2013. WorleyParsons' liabilities and obligations under the SPA have
been guaranteed by WorleyParsons Limited.
Under the SPA, WorleyParsons will acquire Bergen Group Rosenberg AS, including
Rosenberg's ownership stakes in the subsidiaries Rosenberg Services AS (100 %)
and Origo Process AS (60 %) ("Rosenberg") for an agreed acquisition price of
NOK 1,088,032,534 (the "Transaction"). The entire purchase price is payable in
cash. In connection with the closing of the Transaction, Bergen Group will
repay all outstanding long term debt to Rosenberg (approximately NOK
The time for closing of the Transaction is not defined, but is expected within
the end of this week.
Rosenberg is a supplier of products, services and solutions for the offshore
industry. The Board of Bergen Group Rosenberg AS consists of four shareholder
elected directors, Terje Arnesen, Sebjørn Madsen, Ståle Rene and Bjørn Eirik
Klepsvik, and three directors elected by and among the employees, Helga
Skjeie, Ove Iversen and Thor Henry Fjeldstad. The CEO is Kristin Færøvik.
Rosenberg had 674 employees as of year-end 2012.
The impact of the transaction for Bergen Group is that it will realize
significant sales proceeds. By the Transaction Bergen Group has sold its
largest investment in the offshore industry. Bergen Group will seek to
capitalize on its position in the shipbuilding industry as well as remaining
investments in the offshore industry going forward. In 2012, Rosenberg
constituted 43% of Bergen Group's consolidated revenues. Rosenberg had a net
profit of NOK 102 million in 2012. Bergen Group's consolidated net loss was
NOK -694 million in 2012. Key adjusted figures are taken from the Company's
published financial report for Q4 2012.
In connection with closing of the Transaction, certain employees in the
management of Rosenberg and Bergen Group Management will be entitled to an one
time bonus in an aggregate amount of NOK 4,850,000, for Bergen Group's
Details are provided in the attachments (numbers in thousands NOK)
For further information, please contact:
· CEO Terje Arnesen, tel +47 906 89 130
· CFO Ståle Rene, tel +47 982 06 188
· VP Communication Øyvind Risnes, tel +47 480 48 561
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Bergen Group via Thomson Reuters ONE
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