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Clavis Pharma ASA : Signed letter of intent to acquire Aqualis Offshore Ltd



 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)

gunnar.manum@clavispharma.com

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
 
Aqualis corperate presentation September 2013

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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
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