Subsea7 offer to acquire 100% of the issued share capital of DOF Group ASA
(Oilandgaspress) Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY) announced today that it made a proposal to the Board of Directors of DOF Group ASA (“DOF”) on Thursday 15 June 2023 to acquire the entire issued share capital of DOF.
Subsea7 has offered holders of DOF equity NOK 35 per share, comprised of NOK 7 in cash and NOK 28 in newly-issued shares in Subsea71. As a result of the proposed transaction DOF’s ownership of the pro-forma entity would be 11.5%. Further details can be found in the attached copy of the Offer letter. This proposal represents a premium of 25% to DOF’s targeted IPO2 price of NOK 28 per share.
On Friday 16 June 2023, Subsea7 was informed that the Offer was rejected at this stage.
Subsea7 believes that the combination with DOF would bring significant benefits to Subsea7’s shareholders:
• Accelerated shareholder returns – If the transaction proceeds, Subsea7 intends to return $250 million per annum to its shareholders for five years from 2025. For Subsea7 shareholders this represents a commitment to an increased long-term payment, and an approximate dividend yield of 8%1.
• Secured access to an enlarged fleet – Subsea7 would secure access to vessels that would allow it to further capitalise on positive developments in the subsea and offshore wind markets.
Subsea7 believes that the combination with DOF would bring significant benefits to DOF’s existing stakeholders:
• Accelerated shareholder returns – If the transaction proceeds, Subsea7 intends to return $250 million per annum to its shareholders for five years from 2025. For DOF shareholders, this is a significantly earlier and more material return of capital than can currently be expected.
• Increased share liquidity – Subsea7 believes that the combined company would benefit from a substantial free float of approximately 80% of the issued share capital, representing approximately NOK 39 billion of equity assuming current market prices and the Offer. Existing DOF shareholders would have the benefit of significantly increased liquidity in their holdings of Subsea7 shares.
• Strong pro-forma balance sheet – Subsea7 believes that the capital structure of the combined company would have investment-grade characteristics, a significant improvement on the DOF stand-alone capital structure.
The offer is conditional upon retention of the existing bank debt and bond debt facilities without impact from any change of control provisions that may exist.
Subsea7’s offer would be subject customary regulatory approvals and other conditions as described in the Offer letter
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