The DOF Group has confirmed that it has entered into an agreement to acquire Maersk Supply Service (MSS) to further enhance its position as a major integrated offshore services provider. Through the newly incorporated subsidiary DOF Offshore Holding Denmark, DOF will on certain terms and conditions acquire all the shares in Maersk Supply Service from Maersk Supply Service Holding (MSSH), a subsidiary of A.P. Møller Holding.
The acquisition will be paid partly in cash and partly in new shares to be issued by DOF, representing a consideration of approximately US$1.112 billion (as of close on June 28, 2024). After issuance of the consideration shares, MSSH will hold 25 per cent of the share capital in DOF.
At the time of completion of the transaction, MSS will own 22 high-quality subsea construction and AHTS vessels, following a carve-out of certain entities, vessels, assets, and liabilities. The combined company, operating under the DOF Group name and brand, will be an offshore service provider with comprehensive scale and a wide range of services across all continents in the offshore energy industries.
DOF said it and MSS’ current operations are both strategically and geographically complementary, and future growth ambitions are strongly aligned. The combined company will also be one of the largest oil services companies listed on the Oslo Stock Exchange.
The acquisition positions the DOF Group with a workforce of more than 5,400 and a total fleet of 78 offshore/subsea vessels, 65 of which are owned. This creates a strong fleet among core players in the competitive landscape and reduces the value weighted fleet age from 11.7 years to 10.7 years.
Prior to closing of the transaction, certain entities, vessels, assets and liabilities will be transferred out of the MSS structure and not be acquired by DOF. The offshore wind installation business has already been carved out of Maersk Supply Service. Also, the transaction does not include MSS' operations in Brazil.
The acquisition is supported by the Board of Directors of MSSH, MSS and DOF, as well as shareholders in DOF representing more than 50 per cent of the outstanding shares. In consideration for the shares in MSS and subject to closing of the transaction, A.P. Moller Holding’s subsidiary MSSH shall receive a combination of US$577 million in cash (to be adjusted based on the locked-box accounts and subject to further adjustments at closing) and 58,883,073 new shares in DOF, leading MSSH to hold 25 per cent of the share capital in DOF after issuance of the consideration shares.
Subject to closing of the transaction, MSSH shall have the right to nominate two additional members of the board of directors of DOF for a period of two years from closing (one of whom shall also be elected as the vice chairman and one as member of the board's remuneration committee), and the chairman of the nomination committee of DOF for a period of two years from closing. Closing of the transaction is subject to clearance by certain regulatory authorities, availability of financing, approval of a prospectus for listing of the consideration shares, various approvals by an extraordinary general meeting of DOF, completion of the above mentioned carve-out, and certain other customary conditions.
