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2014-04-25

Songa Offshore SE : Sale of Songa Mercur and Songa Venus, and establishment of strategic Joint Venture for international operations

"I am very pleased to announce that we have sold our two South East Asia
drilling Units, Songa Mercur and Songa Venus, and established a JV with Opus
Offshore Group based on our South East Asia organization. The expected total
transaction value to Songa Offshore is estimated to be between USD 180
million and USD 235 million, depending on the earn out and whether Opus
Offshore Group will call the option for the JV . This is an important
strategic milestone for Songa Offshore to become a focused harsh environment
Midwater Drilling Contractor "
. Says CEO in Songa Offshore SE" Bjørnar Iversen

Songa Offshore SE ("Songa Offshore" or the "Company") has today entered into
an agreement with Opus Offshore Group ("Opus Offshore") for the sale of the
Songa Mercur and Songa Venus (collectively the "Rigs") and establishment of a
strategic joint venture drilling management company, (the "Songa-Opus JV")
(the "Transaction").

Opus Offshore will acquire 100% of the Rigs, which will be operated by the
Songa-Opus JV. Combining the resources of Songa Offshore and Opus Offshore in
Asia, the Songa-Opus JV will provide a full suite of services in relation to
international drilling operations. The current international operations of
Songa Offshore, primarily related to the Rigs in S.E. Asia, will be
transferred to the Songa-Opus JV. In addition to the Songa Mercur and Songa
Venus, the Songa-Opus JV will operate additional assets including Opus
Offshore's Tiger series of drillships currently under construction or on
order with scheduled delivery between 2014 and 2017.

The purchase price for the Songa Mercur and the Songa Venus is USD 200
million, effective as of 1 January 2014. Combined estimated cash flows of USD
41.6 million accumulated by the Rigs between 1 January 2014 and 31 May 2014,
is to be reimbursed to Opus Offshore through the settlement mechanism. Total
proceeds for Songa Offshore from the Transaction will amount to up to USD
168.4 million, including:

* USD 102.5 million in cash settlement at Transaction closing, which is
expected to take place 31 May 2014.
* USD 10 million consideration for Songa Offshore's upfront cash contribution
of operational resources into the JV paid at closing.
* Earn out mechanism of up to USD 21.7 million, to be paid proportionally to
the Songa Offshore based on Songa Mercur employment between 1 January 2014
and commencement of SPS in 2015 and to be paid in 2015.
* Deferred consideration of USD 34.2 million payable to Songa Offshore on (or
before) 31 December 2017 and structured as seller's credit secured with a
2nd priority mortgage over Songa Venus and a Parent Company Guarantee from
the Opus Offshore Group.

In addition, an EBITDA upside sharing mechanism in relation to the Songa
Mercur where Opus Offshore pay Songa Offshore 20% of the cumulative EBITDA
exceeding USD 105 million for the Songa Mercur between 1 January 2014 and 31
May 2017 to be paid in 2017.

Furthermore, Opus Offshore will enter into a bareboat charter for the Songa
Venus with Songa Offshore between transaction closing and commencement of SPS
end of first quarter 2015, at a fixed daily rate of USD 120,000.

In addition to the upfront consideration, Opus Offshore will have an option to
acquire Songa Offshores's 50% stake in the JV for USD 20 million starting 30
months post inception of the Songa-Opus JV. This option will be valid for a
12 month period.

The expected total transaction value to Songa Offshore is estimated to be
between USD 180 million and USD 235 million, depending on the earn-out and
whether Opus Offshore will call the option for the JV.

As a result of the transaction, Songa Offshore will make a mandatory loan
pre-payments of approximately USD 24 million on its "Fleet Loan Facility".

About OPUS OFFSHORE and the REIGNWOOD GROUP:

Formed in 2011 and headquartered in Singapore, Opus Offshore is a pure play
offshore drilling company with a focus on the midwater drilling market. Opus
currently has four conventionally moored Tiger series drillships under
construction or on order, which are scheduled for delivery between 2014 and
2017. With the construction of the Tiger series drillships well underway,
Opus Offshore now aims to expand its fleet in the midwater segment. Opus
Offshore was founded by a highly experienced management team with an
extensive track record in the global offshore drilling industry.

Opus Offshore enjoys strong backing from its main shareholder, the Reignwood
Group. Founded in 1984 in Thailand by Dr. Chanchai Ruayrungruang, the
Reignwood Group is a multinational enterprise comprising businesses in
consumer beverages, healthcare, luxury real estate, hospitality, aviation,
energy and financial services. The Reignwood Group is headquartered in
Beijing with offices in China, Singapore, Thailand, Canada, the United States
and United Kingdom.

25 April 2014
Limassol, Cyprus

For further information, please contact:
Bjørnar Iversen, CEO (+357 99649152)

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Songa Offshore SE via Globenewswire

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