HitecVision, Aker Capital and Camar announce bid for Bjørge
Stavanger/Oslo, 28th September 2009:
HitecVision, Aker Capital Fund and Camar together want to strengthen and further develop the technology company Bjørge ASA. This will take place in the form of a joint ownership company, Bokn Invest AS, which aims to take over 100 per cent of the shares in Bjørge. Bokn Invest is today announcing a voluntary cash offer to the shareholders in Bjørge to buy all shares in the company for NOK 11 per share.
Bokn Invest is today announcing a voluntary cash offer to the shareholders in Bjørge to buy all shares in the company for NOK 11 per share. The price is 45 per cent above the last closing price on the Oslo Stock Exchange and 48 per cent above the average volume weighted share price during the last three months. The offer values Bjørge at NOK 483 million.
”Bjørge is an interesting company with great potential, but it is currently going through a period with challenging market conditions that could last for several years. In such a period, the management needs time and space to focus on strategic and operational challenges, as well as the opportunities that arise due to the market conditions. In this phase, we think the company is best served with having few, but active owners who can contribute with their resources, knowledge and capital,” says Frank O. Reite, CEO of Converto Capital Management, who manages the investment fund Aker Capital Fund. Mr Reite is also chairman of Bjørge ASA.
Aker Capital Fund today owns 39.9 per cent of the shares in Bjørge and Camar owns 16.8 per cent of the stock market listed company. Together with HitecVision, the ambition is to take a stronger hold of the further development of Bjørge. The new company will only own shares in Bjørge, and be set up for the sole purpose of managing this industrial engagement.
The offer will be conditional upon Bokn Invest receiving acceptances for at least 90 per cent of the shares in Bjørge. If all shareholders accept the offer, HitecVision will have an ownership stake of 50.1 per cent. Aker Capital Fund will own 39.9 per cent of the company, and thus continue with the same ownership in Bjørge that it has today. Camar will fulfil HitecVision’s majority ownership requirement by reducing its stake to 10 per cent. The shareholders in Bokn Invest have, according to an agreement from September 27, agreed to further develop Bjørge. A shareholder agreement will ensure a balance between Aker Capital Fund and HitecVision in key decisions.
”We appreciate that Aker is inviting us into this cooperation and look forward to a joint ownership of an exciting company. Bjørge has undoubtedly been hampered by the current ownership structure, and we look forward to contributing to renewed growth – even if the coming years in the oil and gas industry may prove challenging. HitecVision enters this cooperation with its oil and gas know-how, strong capital base and its local foundation in the region,” says Atle Eide in HitecVision.
For the last four years Aker has been Bjørge’s largest shareholder. As part of the reorganisation of the industrial holding company Aker ASA, the shares in Bjørge and other equity holdings were transferred to Aker Capital Fund from July 1, 2009.
”This is Aker Capital Fund’s first transaction. We are taking an active role in strengthening the company and further developing Bjørge. We are also very pleased with having the opportunity to work together with HitecVision on this. HitecVision has an impressive track record and we look forward to developing Bjørge with such competent partners,” says Mr Reite.
About the transaction:
The offer will be conditional upon Bokn Invest receiving acceptances for at least 90 per cent of the shares in Bjørge. Unless waived by the Offeror, the offer is also subject to regulatory and other customary approvals. However, the Offer will not be subject to financing. The launching of the offer is conditional upon the completion of due diligence.
The voluntary Offer will be opened for acceptances as soon as the Offer document has been approved by Oslo Børs. The Offer will be open until November 6, 2009 at 17:30 hrs CET. Bjørge is expected to report third quarter results on October 28, thus enabling the Board of Bjørge to simultaneously release its formal response to the Offer. The Offer document will contain the complete terms of the offer.
Assuming the pre-conditions relating to the Offer are met, Bokn Invest will take over the 17,518,861 shares (39.9 per cent of the shares and votes) in Bjørge that Aker Capital Fund owns, and 7,379,025 (16.8 per cent of the shares and votes) in Bjørge that Camar owns. Aker Capital Fund will transfer the shares in exchange for an identical ownership stake in Bokn Invest, based on the price in the Offer. Aker Capital Fund will receive NOK 2.28 per Bjørge share in cash plus shares in Bokn Invest worth NOK 8.72 per Bjørge share. Camar will transfer 4,392,089 of its shares in Bjørge to Bokn Invest at the same terms, and accept the offer for the remaining 2,986,936 Bjørge shares Camar owns.
Bokn Invest will following the transactions with Aker Capital Fund and Camar own 24,897,886 shares in Bjørge, equivalent to 56.7 per cent of the shares and votes. Bokn Invest has as per today received pre-acceptances from four of the other large shareholders of Bjørge as well as the CEO and Senior Vice President Erik Christensen. Together these shareholders control 5,681,819 Bjørge shares, representing approximately 12.9 per cent of the total shares in Bjørge. Said shareholders have undertaken to accept the Offer, unless a higher competing offer is presented and Bokn Invest elects not to match such competing offer. The Offeror has thus in total received pre-acceptances from shareholders representing in total 30,579,705 shares, representing approximately 69.6 per cent of the total shares in Bjørge.
Aker Capital Fund is represented on Bjørge's board of directors through Frank O. Reite. Camar is represented on Bjørge's board by John Arild Ertvaag.
About Bjørge ASA:
Bjørge ASA delivers process and safety critical products and systems as well as a complete range of services to ensure delivery in a life cycle perspective. This ensures the focus on optimal operations and reduced life cycle costs. Bjørge has a long experience as a supplier to the oil and gas market in Norway and selected international markets, and represents some of the leading suppliers in the world. Bjørge also invests considerably in developing its own technology and system integration. Bjørge has 570 employees.
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08.12.2009
HitecVision closes investment in Grenland Group
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18.11.2009
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10.11.2009
HitecVision closes investment in Bjørge
HitecVision and Aker Capital Fund acquires control over Bjørge ASA by completing the voluntary offer, and announces that it will make a mandatory offer and elect a new board of directors
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22.10.2009
HitecVision and GC Rieber Shipping agree to form new subsea services company
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14.10.2009
Nemo Engineering breaks surface “down-under”
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12.10.2009
HitecVision and Skogen Investering announce bid for Grenland Group
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28.09.2009
HitecVision, Aker Capital and Camar announce bid for Bjørge
Stavanger/Oslo, 28th September 2009:
HitecVision, Aker Capital Fund and Camar together want to strengthen and further develop the technology company Bjørge ASA. This will take place in the form of a joint ownership company, Bokn Invest AS, which aims to take over 100 per cent of the shares in Bjørge. Bokn Invest is today announcing a voluntary cash offer to the shareholders in Bjørge to buy all shares in the company for NOK 11 per share. -
26.08.2009
Spring Energy: Successful Bream delineation wells
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14.08.2009
Disposal of Technor ISIS
Technor Group has, as a part of a long term strategic plan, sold its subsidiary Technor ISIS Ltd.
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09.07.2009
Spring Energy: Oil and gas discoveries in first exploration well on PL 378
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19.06.2009
Spring Energy: Appraisal well started on PL 407
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03.06.2009
Spring Energy: First exploration well commenced on PL 378
Drilling of the Grosbeak exploration well in PL 378, 25 km North of the Troll field in the North Sea has started. The Grosbeak prospect is situated in a prolific hydrocarbon province, and a total of 11 prospects have been identified within PL 378.
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28.05.2009
New CFO in STG
Jens Kristian Rein has been employed as new Chief Financial Officer/CFO in STG AS as per 7th of August 2009. He takes the position in a team together with Atle Strømme/CEO and Ingvar Malde/Group Controller.
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19.05.2009
Spring Energy pre-qualified as operator
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07.05.2009
Divestment of remaining shares in Noreco
On May 7th 2009, the Fund’s remaining shareholding in Norwegian Energy company ASA (Noreco) was divested through a market placement, bringing total proceeds from the Fund’s Noreco investment to about NOK 360 million. The exit is in line with Hitecvision’s ownership plan and within the original fund term.
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04.05.2009
Spring Energy awarded 2 licenses in 20th round
As announced by the Norwegian Ministry of Petroleum and Energy on 30 April 2009, Spring Energy has been awarded 2 licenses in the 20th Round.
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04.05.2009
Five awards to Noreco in the 20th license round
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24.04.2009
Spring Energy expands its exploration loan facility with SEB
The Oslo-based oil company Spring Energy has signed a Term Sheet with Skandinaviska Enskilda Banken AB ("SEB") for an expansion of its revolving exploration loan facility from NOK 400 million to NOK 600 million.
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17.04.2009
New International valve group created
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Valco Group announces its new corporate identity as a leading international player in the market for industrial valves. The new group, with revenues of about USD 100 million in 2008, currently operates in the oil & gas, marine and energy & industry sectors. Valco Group has been formed from the Norwegian and French valve operations of the former Flowtech division of Technor Group. -
01.04.2009
Noble Denton Group Ltd to be acquired by Germanischer Lloyd
Oslo and London, 1 April 2009:
HitecVision and Ferncliff announced today that their common portfolio company Noble Denton Group Ltd. will be acquired by Germanischer Lloyd (GL) in an all-cash transaction. -
30.03.2009
Technor to be acquired by Simtronics ASA
Stavanger, Norway, 30 March 2009:
HitecVision announced today that the activities of its portfolio company Technor AS will be acquired by Simtronics ASA (Oslo Stock Exchange: SIMTRO). Total consideration is NOK 186.9 million, payable partly in cash, partly in shares. Following the transaction HitecVision becomes Simtronics’ principal shareholder. -
16.03.2009
LEIRVIK acquires Reanco Team AS
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11.03.2009
Noreco refinances bond
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05.03.2009
Spring Energy acquires a 15% working interest in PL 405 and PL 405B
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05.03.2009
Trond Sel appointed President of Hitec Products Drilling AS
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05.03.2009
Leirvik establishes Leirvik Emtunga
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03.02.2009
Proposal by Noreco to merge Noreco and Det norske oljeselskap
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28.01.2009
Spring Energy acquires a 20 % working interest in PL378
The Oslo-based oil company Spring Energy has reached agreement with Premier Oil Norge AS ("Premier") to acquire a 20 % working interest in production license PL 378 located in the Northern North Sea.