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
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
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.
Acting CEO and CFO
+47 24 11 09 71 / +47 95 17 91 90 (mob)
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
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: Clavis Pharma ASA via Thomson Reuters ONE
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