Tuesday 28 August 2018

Bergen Group ASA have entered into an agreement with the oil service company Endúr Fabricom for a merger between the two companies.

The merged company will constitute a strong industrial group based in western Norway, with close to 400 employees and an order book exceeding NOK 1 billion. The combined company will have considerable presence in both the oil and gas markets, in maritime service and towards the aquaculture industry.

Hans Petter Eikeland, Chairman of the Board at Bergen Group ASA, states that the merger agreement has full support from the company's main shareholders, representing more than 62% of the shares in the company, as well as the owners of Endúr Fabricom. Eikeland, who will be nominated as the Chairman of Bergen Group ASA, post transaction, states that Bergen Group will still be listed on Oslo Stock Exchange. He is confident that the merger will create a sound basis for strong and profitable growth in the coming years.

In February this year, Handeland Industrier AS and Artemes Group AS acquired Endúr Fabricom, reputable companies with profound industrial experience from operations in the western part of Norway and the Norwegian offshore industry. During the past six months, Endúr Fabricom has built a strong order book that includes framework agreements with AkerBP, ENI Norway and Wintershall, and signed up individual projects with all leading operators on the Norwegian continental shelf. The main shareholder in the Stavanger-based oil service company is Handeland Industrier AS, a company based in Sunnhordland between Bergen and Stavanger and with Rune Skarveland as the key owner. Mr. Skarveland has extensive experience in property development and industrial business development, and has previously held a board position and a larger shareholding in Bergen Group ASA.

Ove Røssland, Chairman of the Board at Endúr Fabricom, considers the merger to be important in relation to the growth phase in which the company is involved; both geographically and in terms of turnover.

Eikeland and Røssland also points out that both companies has represented a strong industrial history on their own, which is now being continued and strengthened with experienced employees with broad knowledge and expertise. A total order book of NOK 1.05 billion as of 30 June 2018 provides a solid basis for increased operational activity.

The merger is planned to be completed between Endúr Holding AS (100% owner of Endúr Fabricom AS) and Bergen Group Management AS, which is 100% owned by Bergen Group ASA. In connection with the merger, a share capital increase in Bergen Group ASA will be called for in an Extraordinary General Meeting. The shareholders in Endúr Holding AS will receive shares in Bergen Group ASA as a merger consideration. After completion of the transaction, shareholders in Endúr Holding AS will own 51% of all shares in Bergen Group ASA.

The merger does not trigger any mandatory offer to existing shareholders in Bergen Group ASA. The merger is subject to relevant decisions at extraordinary general meetings of the respective companies, as well as no material findings in the ongoing due diligence. The merger also requires an independent expert fairness statement of the transaction, including an evaluation of the fair market value of the exchange terms which the merger are based on.

A detailed stock exchange announcement for the merger transaction will be disclosed no later than prior to the start of stock exchange trading on Thursday 30 August 2018, in line with the continuing obligations of stock exchange listed companies. The transaction will also require an Information document to be published no later than prior to the start of stock exchange trading on the 30th trading day after this announcement.

The merger is scheduled for completion by the end of Q4 2018.