According to a conditional agreement signed on March 3, 2015, Dovre Group Plc (Dovre Group) and Norwegian Petroleum Consultants (NPC) will merge. NPC is a Norwegian privately-held company focusing on 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 sales of NOK 576 million (around EUR 67 million), and an EBITDA of NOK 18.1 million (around EUR 2.1 million) excluding non-recurring items. Despite the fast growth the equity ratio of NPC is around 26%. NPC’s figures are based on unaudited 2014 financials. NPC has around 380 employees. The sellers are committed to continue working for Dovre Group.
In 2014, the combined net sales of the two companies were around EUR 166 million. The combined company will become a major staffing company in Norway. Other home markets of the combined company are Canada, South East Asia, the US, the Middle East and Russia. The combined company will have a strong portfolio of frame agreements with many of the world’s largest companies. Together, the companies employ around 850 people.
According to the agreement, Dovre Group will receive 100% of the shares of NPC Group AS in exchange for 36,453,018 new shares issued by a directed issue (the Consideration Shares), representing 36.5% of the shares and voting rights in Dovre Group after the directed share issue. The Consideration Shares will be issued to the current owners of NPC Group AS. The Consideration Shares do not entitle to dividends payable for the financial year 2014 or for previous financial years. The Consideration Shares are subject to a lock-up commitment of three (3) years from the date of issue. In addition the sellers will receive a cash component of EUR 475,000 in total. The parties have also agreed upon an adjustment mechanism of the purchase price should there be a material difference between NPC’s unaudited and audited 2014 financials.
The Board of Dovre Group Plc proposes that as part of the transaction an extra dividend of EUR 0.06 per share will be paid after the closing. The Consideration Shares do not entitle to the extra dividend.
The completion of the transaction is subject to the approval and authorization by the Annual General Meeting of Dovre Group Plc, to be held on March 25, 2015, to issue the Consideration Shares and to decide on the extra dividend proposed by the Board.
In addition, the completion of the transaction is subject to fulfilment of the following conditions:
- grant of a clearance or an exemption by the Finnish Financial Supervisory Authority to the sellers from obligation to launch a mandatory public tender offer;
- relevant competition authority clearances; and
- other customary closing conditions.
The target is to complete the transaction within the first half of 2015.
UB Capital acts as financial advisor and Castrén & Snellman, Attorneys, as legal counsel for Dovre Group in connection with the transaction.
“This deal is an important step in executing our scalable growth strategy,” says Rainer Häggblom, Chairman of Dovre Group. “The NPC team will significantly strengthen the Dovre Group team.”
“The combined company will be in a strong position for further accelerating growth and challenging our international top competitors,” says Frank Ween, Chairman of NPC.
“This is good news for our clients, employees, consultants and shareholders,” comments Patrick von Essen, CEO of Dovre Group. “It will give us a stronger offering, a larger geographical spread, more exciting career opportunities and better economies of scale.”
“The strategies of NPC and Dovre Group are a perfect match,” says Ole Johan Olsen, CEO of NPC.