DOF Group (DOFG) M&A Announcement summary

Deal rationale and strategic fit

• Combines two leading offshore service providers, creating the world's largest fleet of construction support vessels (CSV) and high-end anchor handlers (AHTS), and expanding scale and service range across global offshore energy markets.

• Enhances global presence, especially in high-growth regions like Guyana, Brazil, North America, Angola, Canada, and Africa.

• Access to a modern, high-quality fleet with an average age of 8.5 years, supporting immediate deployment in high-value projects and reducing investment needs.

• Complements existing operations, enabling integrated service offerings in both oil & gas and offshore renewables/wind markets.

• A.P. Moller Holding's involvement strengthens the shareholder base, board expertise, and long-term commitment.

Financial terms and conditions

• Total consideration of approximately USD 1.112 billion, including USD 575–577 million in cash and 58.8–58.88 million new shares.

• Cash portion financed by a USD 500 million bank facility and an equity raise of up to USD 125 million.

• MSSH (A.P. Moller Holding) will own 25% of the combined company post-transaction and nominate two board members for two years.

• Locked box interest of 6% p.a. accrues on cash consideration from July 2024 until closing.

• Estimated enterprise value at closing (year-end 2024) is USD 937 million; combined market cap estimated at USD 2.3 billion as of June 28, 2024.

Synergies and expected cost savings

• Anticipated cost and market synergies from increased scale, global reach, operational integration, and office consolidation in key hubs.

• SG&A per vessel expected to decrease, and utilization rates to improve.

• Overlapping geographical locations enable consolidation of offices and increased vessel utilization.

• Potential to add project earnings on top of vessel earnings, leveraging subsea and engineering services.

• Substantial earnings growth potential from contract renewals and expanded subsea services.