Presentation_Shelf Drilling to Acquire Shelf Drilling North Sea
Beskrivning
| Land | Förenade Arabemiraten |
|---|---|
| Lista | Euronext Growth Oslo |
| Sektor | Tjänster |
| Industri | Shipping & Offshore |
2024-09-16 06:30:00
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PRESS RELEASE
SHELF DRILLING, LTD. ANNOUNCES AGREEMENT TO ACQUIRE SHELF DRILLING (NORTH SEA),
LTD.
Dubai, September 16, 2024 - Shelf Drilling, Ltd. ("SHLF" or "Shelf Drilling")
and Shelf Drilling (North Sea), Ltd. ("SDNS" or "Shelf Drilling North Sea")
today announce that the entities, including SHLF MergCo (as defined below), have
entered into an agreement and plan of merger (the "Merger Agreement") whereby
SDNS will become a wholly owned subsidiary of SHLF (the "Proposed Merger"),
solidifying SHLF's position as a leading global jack-up operator. Shareholders
of SDNS representing well in excess of the voting rights necessary to approve
the Proposed Merger have irrevocably undertaken to vote in favor of the
necessary resolutions to approve the Proposed Merger at a general meeting of
SDNS (the "SDNS General Meeting") expected in October 2024. The directors of
SDNS who are considered independent of SHLF (the "Independent Directors") have
approved and recommended the Proposed Merger.
The combination will fully consolidate SHLF's jack-up fleet, solve the
previously disclosed funding gap in SDNS in an efficient manner and allow SHLF
to fully support the SDNS entity going forward. The combined company will draw
benefits from a simplified capital structure, while investors should benefit
from a more liquid, tradeable share.
The Proposed Merger is structured as a triangular merger between an indirect
subsidiary of SHLF ("SHLF MergCo"), SDNS (as the surviving entity in the
Proposed Merger), and SHLF as the issuer of the merger consideration shares, as
further described below.
As part of the Proposed Merger, the shareholders of SDNS (other than SHLF, SDNS
or any of their direct or indirect subsidiaries) would receive as consideration
for each SDNS share being cancelled in the Proposed Merger:
- 1.05 merger consideration shares in SHLF (the "Merger Shares")