DOF Group (DOFG) M&A Announcement summary

Deal rationale and strategic fit

• Immediate fleet expansion with 22 modern vessels, enhancing scale and quality in subsea and anchor handling segments amid a strengthening offshore market.

• Complementary geographic operations and increased relevance for global clients, especially in North America, North Sea, Africa, Angola, Canada, and Guyana.

• Strengthens position in both oil & gas and offshore wind markets, with assets well-suited for future growth in renewables.

• A.P. Moller Holding's involvement strengthens the shareholder base and board expertise, with two board members and the chair of the nomination committee for two years.

• Combined entity will operate under the DOF Group name, creating one of the largest oil services companies listed on the Oslo Stock Exchange.

Financial terms and conditions

• DOF acquires 100% of Maersk Supply Service for approximately USD 1.112 billion, paid as USD 577 million in cash and 58.88 million new DOF shares, subject to adjustments.

• Cash portion financed by a fully underwritten USD 500 million debt facility and an equity raise of up to USD 125 million, with USD 100 million already secured.

• Maersk Supply Service acquired debt-free, with USD 55 million net cash and USD 20 million net working capital at lockbox date.

• Lockbox date set at 31 December 2023, with interest accruing from 1 July.

• Combined company will have a market cap of about USD 2.3 billion as of June 28, 2024.

Synergies and expected cost savings

• Anticipated cost and utilization synergies from combined fleet and operations, with consolidation of offices and increased vessel utilization.

• Plan to gradually add service elements and increase overall service earnings.

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

• Financially robust transaction expected to lower leverage and increase future dividend capacity.