Clavis Pharma ASA : Signed letter of intent to acquire Aqualis Offshore Ltd Clavis Pharma ASA: Signed letter of intent to acquire Aqualis Offshore Ltd and proposes fully underwritten NOK 54 million rights issue Oslo, Norway, 4 September 2013 Clavis Pharma ASA (OSE: CLAVIS) announces that following an evaluation of various strategic options after the negative outcome of the CLAVELA Phase III trial, Clavis Pharma ("Clavis" or the "Company") has decided to enter the specialist marine and engineering consultancy market through a proposed acquisition of Aqualis Offshore Ltd ("Aqualis Offshore"). The proposed acquisition represents a change in strategic direction for Clavis to include a new business area of specialist marine and engineering consultancy services to the offshore oil and gas industry. The existing pharmaceutical activities of Clavis will remain as a separate business area within the Company. Clavis has signed a letter of intent ("LOI") to acquire Aqualis Offshore for a consideration of NOK 70 million on an equity basis with settlement in Clavis shares valued at NOK 1.60 per share. As of 30 June 2013, Aqualis Offshore had a net debt position of USD 1.35 million. The consideration shares to be issued to the shareholders of Aqualis Offshore in connection with the proposed acquisition will be subject to an extensive lock-up period. The proposed acquisition is subject to satisfactory due diligence and the signing of a definite share purchase agreement, as well as shareholder approval at an Extraordinary General Meeting in Clavis expected to be held in early October 2013 (the "EGM"). Aqualis Offshore is a specialized engineering and marine consultancy firm, focusing on high end niche offshore consultancy with a service offering ranging from marine warranty services, engineering, transportation and installation, rig moving, dynamic positioning, construction supervision services and due diligence services. The company was established in December 2012 and has since its inception rapidly developed a significant customer base including several major oil companies, offshore companies and financial institutions. Aqualis Offshore is present in all major oil regions with offices in London (headquarter), Oslo, Houston, Rio De Janeiro, Singapore, Dubai and Dammam. Aqualis Offshore has a highly experienced management team with industry leading credentials and long standing client relations. The company currently employs around 40 people and an additional 30 people have signed contracts to join the Aqualis Offshore team. A significant increase in the number of employees is expected going forward. Aqualis Offshore is led by Mr David Wells, a Master Mariner with more than 30 years' experience in the offshore sector with particular focus on offshore operations, marine warranty services and marine consultancy. He is a specialist on jack up operations, location approvals and all aspects of rig moving. Mr Wells and his team has over the last three months signed contracts worth more than USD 7 million, including a large monitoring agreement to be executed over a period of 20 months. The existing shareholders of Aqualis Offshore are Ferncliff and associated companies (51%), and employees of the company (49%). Ferncliff has extensive experience from the sector from their previous ownership in Noble Denton. Ferncliff is owned by Øystein Stray Spetalen, a Board member of Clavis, and the CEO of Ferncliff, Martin Nes, is the Chairman of the Board of Directors of Clavis. For further information about Aqualis Offshore, please refer to the attached corporate presentation or the company's website www.aqualisoffshore.com. In order to secure growth capital for the new business area, while facilitating equal treatment of all shareholders, the Board proposes to carry out a new share issue of NOK 54 million with preemptive rights for shareholders of Clavis (the "Rights Issue"). The subscription price in the new share issue, to be fully underwritten by large existing shareholders of Clavis and shareholders of Aqualis Offshore, has been set at NOK 1.60 per share. Transferable subscription rights will be issued and listed on the Oslo Stock Exchange. Clavis shareholders will receive one subscription right per share held in Clavis on the day of the EGM. In addition, and in connection with the Rights Issue, the Board plans to propose an offering of shares directed towards the employees of both Clavis and Aqualis Offshore at the same issue price as in the Rights Issue (the "Employee Offering") in order to facilitate further employee ownership in the Company. A separate notice convening for the Extraordinary General Meeting to be held in connection with the proposed transactions will be sent out in due course. Carnegie AS acts as sole manager and advisor to Clavis in connection with the contemplated acquisition and share issue. **** Contact: Gunnar Manum Acting CEO and CFO +47 24 11 09 71 / +47 95 17 91 90 (mob) firstname.lastname@example.org This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. Aqualis corperate presentation September 2013 ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. 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 the information contained therein. Source: Clavis Pharma ASA via Thomson Reuters ONE HUG#1727088
Clavis Pharma ASA : Signed letter of intent to acquire Aqualis Offshore Ltd
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