The merger between Dovre Group Plc (Dovre Group) and Norwegian Petroleum Consulting Group AS (NPC), announced on March 4, 2015, has been completed today, May 28, 2015.
As a result of the transaction, Dovre Group has received 100% of the shares in NPC in exchange for 36,453,018 new shares (Consideration Shares) in Dovre Group and a cash component of EUR 410,300 paid to the sellers. The original cash component was adjusted down by EUR 64,700 based on NPC’s audited financials for 2014. The Consideration Shares are subject to a three (3) year lock-up commitment from the date of issue and a total of 3,000,000 Consideration Shares has been accepted as pledge against the fulfillment of the terms of the contract. The Consideration Shares will be entered in the Finnish trade register on June 4, 2015. Dovre Group will publish a prospectus required for listing the Consideration Shares at a later date in connection with their listing.
As part of the transaction, an extra dividend of EUR 0.06 per share will be paid to the shareholders of Dovre Group. The dividend is paid to a shareholder who, on the dividend record date September 23, 2015 is registered as a shareholder in the Company’s shareholder register maintained by Euroclear Finland Ltd. The dividend will be paid on September 30, 2015. The Consideration Shares are not entitled to the extra dividend.
NPC is a Norwegian privately-held company providing staffing services to the oil & gas industry. NPC, an award-winning growth company, has operations in Norway, South East Asia, the US, and the UK. In 2014, NPC recorded net sales of NOK 577 million (around EUR 67 million) and an EBITDA of NOK 18.5 million (around EUR 2.2 million) excluding non-recurring items. NPC has around 350 employees.
Synergies of the merger are estimated to be around EUR 1 million annually in value. The full effect of the synergies has been estimated from 2016 onwards. The merger involves also non-recurring items including restructuring costs, which will be reported in connection with the Group’s next interim reports.
Following the completion of the merger, the Board of Directors of Dovre Group has appointed a new Group Executive Team effective as of May 28, 2015:
Patrick von Essen, Chief Executive Officer
Heidi Karlsson, Chief Financial Officer
Stein Berntsen, President of Business Area Consulting
Frank Ween, President of Business Area Project Personnel, Americas & EMEA
Arve Jensen, President of Business Area Project Personnel, Norway
Ole Olsen, President of Business Area Project Personnel, Asia Pacific
“We are all very enthusiastic about the merger,” comments Patrick von Essen, Dovre Group’s CEO. “There are obvious synergies; a much larger global footprint, market leadership in Norway, a more complete offering, significant cross-selling opportunities, cost savings as well as improved economies of scale. Integration planning is progressing according to plan, and we can now start the implementation.”