National Energy Services Reunited Corp. to Acquire Gulf Energy SAOC and National Petroleum Services
- Creates regional oilfield services leader in the Middle East and North Africa (MENA) region
- Provides platform to accelerate growth and bring new technology to the region
- Combines experienced management team with deep sector expertise and successful track record through cycles
- Brings together diverse and strategic group of large institutional investors
- Forms the first and only NASDAQ-listed national oilfield services company in MENA region
HOUSTON, Nov. 12, 2017 (GLOBE NEWSWIRE) -- National Energy Services Reunited Corp. ("NESR") (NASDAQ:NESR) announced today that it has entered into definitive agreements to combine with Gulf Energy SAOC ("GES") and National Petroleum Services ("NPS") for an aggregate purchase price of approximately $1.1 billion, or 5.4x the Company's estimated 2018 EBITDA. GES and NPS (collectively the "business combination" or the "Company") are leading regional oilfield services companies offering a mix of drilling, completion and production services and equipment in the MENA and Asia Pacific regions. Following closing, the Company's primary operating locations will be in Dammam, Saudi Arabia, Muscat, Oman and Dubai, UAE, with local headquarters in Houston, Texas. More than 3,000 people will be employed in more than a dozen countries across the region. Upon closing, the Company plans to retain the leadership of both GES and NPS in management, senior advisory roles or board positions.
NESR is funding the transaction with $229 million of cash and equity contributions from SCF Partners and other notable regional and international investors. The majority of the existing stakeholders in GES and NPS plan to maintain their position in the Company, and receive a significant portion of their consideration in NESR shares. NESR has also secured a backstop of up to $100 million to help fund any potential redemptions requested by NESR shareholders in connection with the business combination. The transaction was structured to balance the interests of management, employees and stockholders.
NPS is one of the leading providers of integrated energy services in the MENA region, having established long-term relationships with leading international and national oil companies and built a strong market presence in GCC (Gulf Cooperation Council) countries. Led by CEO Adnan Ghabris since 2008, NPS shareholders are among the most significant investors in the region.
Founded in 2005 by Hilal Al-Busaidy and Yasser Al Barami, GES is a provider of high-quality, integrated oilfield service solutions in the MENA region. It has cultivated key relationships with the major upstream operators in Oman and in other international markets.
The business combination creates a leading regional player in a market which is expected to grow substantially. NESR is well positioned to benefit from revenue and cost synergies and significant in-country value creation through the delivery of superior service and technology. The combined Company presents a more attractive partner for incremental M&A in the area, and provides a platform for global oilfield technology firms to gain exposure to the region.
Sherif Foda, Chairman of the Board and CEO of NESR, commented, "We formed NESR to invest in the global oilfield services sector, and this transaction is an important first step. The combination of NPS and GES provides an ideal platform to create a leader in oilfield services in the MENA region. With the support of our esteemed customers, we are creating a truly national services company which has its roots in the region. Our goals are to create employment opportunities, significantly expand local manufacturing and be recognized as one of the best service providers in the area. We are at the beginning of a very exciting journey and we intend to aggressively grow our portfolio and businesses. I am confident that this transaction will provide market-leading returns to our investors. I am honored to have the support of prominent GCC leaders and to have such a global and diverse group of investors such as SCF Partners and others who believe in this vision and are partnering with us in this endeavor. I am also looking forward to working with Hilal, Yasser, Adnan and the entire GES and NPS teams to realize this vision."
Hussain Al-Nowais, Chairman of the Board of NPS and Waha Capital, commented, "I am very pleased with this combination and am confident that NESR will be able to build on the excellent work that the NPS team has delivered. Given the importance of this sector to the region and its potential for in-country value creation, I believe that we are on the right path to create a Middle East bellwether for the oilfield services sector. I look forward to seeing NESR achieve its goals in the future."
Hilal Al Busaidy, CEO and Co-Founder of Gulf Energy SAOC, stated, "We see this business combination as an excellent way to integrate two complementary businesses with highly-experienced operators, allowing the combined entity to further strengthen our footprint across key markets." Yasser Al Barami, Chairman and Co-Founder of Gulf Energy SAOC, added, "We are extremely proud of all the successes of GES and the growth it has demonstrated since its inception. We look forward to joining with NPS. We strongly believe that with our entrepreneurial experience and Sherif's experience in the region and globally, we will be uniquely positioned to deliver the best services to our customers and advance in-country economic development. The sky is the limit."
Adnan Ghabris, CEO of National Petroleum Services highlighted, "The combination of GES and NPS will provide clients with more than a dozen services across more than 10 countries in Middle East and North Africa. The combined company will be a comprehensive provider of services with a scalable platform in the region. This will create the largest indigenous MENA-focused oilfield services player."
Andy Waite, Co-President of SCF Partners highlighted, "SCF Partners' strategy has been to identify and invest in sub-sectors in the energy services industry that have significant long-term growth potential, and partner with exceptional management teams to build market-leading companies. In NESR we saw an opportunity to do the same and are very pleased with NESR's acquisitions, as well as the team Sherif has assembled along with the NPS and GES teams."
The transaction is expected to be completed by the end of the year, pending stockholder approval and other customary closing conditions.
J.P. Morgan acted as the sole financial advisor to NESR on its acquisitions of NPS and GES. Citigroup and Freshfields Bruckhaus Deringer acted as the sell-side advisers to NPS. Maxim Group LLC and National Bank of Canada Financial Inc. acted as underwriters.
About National Energy Services Reunited Corp.
NESR is a Special Purpose Acquisition Company ("SPAC") formed in the British Virgin Islands and headquartered in Houston, Texas. The company raised $229 million in its IPO to acquire companies in the energy services sector globally. NESR is led by CEO Sherif Foda, who is also one of the shareholders of the company.
About National Petroleum Services
NPS is a leading regional provider of integrated energy services in the MENA and Asia Pacific regions, and currently operates in 12 countries across the MENASA region and through various regional subsidiaries. NPS' service lines include wells services, electric line logging, well testing, and integrated drilling and workover operations. NPS has a highly skilled workforce of more than 1,600 employees from 40 different nationalities.
About Gulf Energy SAOC
GES is a provider of high-quality integrated drilling and completions oilfield service solutions in the Middle East and North Africa region, with a workforce of approximately 1,200 people. GES has established relationships with a majority of the operators in Oman as well as with other international clients. As a pioneer in many oilfield services technologies, GES has a successful track record of servicing complex wells.
Forward Looking Statements
This communication includes certain statements that may constitute "forward-looking statements" for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: the parties' ability to effect the business combination; the benefits of the business combination; the future financial performance of NESR following the business combination; and changes in GES and NPS strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing NESR's views as of any subsequent date, and NESR does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, NESR's actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the definitive agreements relating to the business combination; (ii) the outcome of any legal proceedings that may be instituted against NESR following announcement of the business combination; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of NESR, or other conditions to closing in the definitive agreements relating to the business combination; (iv) the risk that the proposed business combination disrupts current plans and operations of NESR, NPS or GES as a result of the announcement and consummation of the business combination; (v) NESR's ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of NESR to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that NESR, NPS or GES may be adversely affected by other economic, business, and/or competitive factors.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information for Investors and Stockholders
In connection with the proposed business combination, NESR intends to file a proxy statement with the SEC. The definitive proxy statement and other relevant documents will be sent or given to the stockholders of NESR and will contain important information about the proposed business combination and related matters. NESR stockholders and other interested persons are advised to read, when available, the proxy statement in connection with NESR's solicitation of proxies for the meeting of stockholders to be held to approve the proposed business combination because the proxy statement will contain important information about the transaction. This is not a solicitation of any vote or approval. When available, the definitive proxy statement will be mailed to NESR stockholders as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC's website at www.sec.gov.
Participants in the Solicitation
NESR and its directors and officers may be deemed participants in the solicitation of proxies of NESR stockholders in connection with the proposed business combination. NESR stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of NESR in its final prospectus filed with the SEC on May 12, 2017. Additional information will be available in the definitive proxy statement when it becomes available.
For inquiries regarding NESR, please contact:
Joseph Caminiti or Steve Calk
Alpha IR Group
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: National Energy Services Reunited Corp. via Globenewswire
Om Nasdaq GlobeNewswire
One Liberty Plaza - 165 Broadway
NY 10006 New York
+1 212 401 8700http://www.nasdaqomx.com
NASDAQ (NASDAQ: NDAQ) is a leading provider of trading, exchange technology, information and public company services across six continents.
Følg saker fra Nasdaq GlobeNewswire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Nasdaq GlobeNewswire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Nasdaq GlobeNewswire
SEMAFO Mourns Passing of Board Chairman Jean Lamarre23.11.2017 22:01 | Pressemelding
MONTREAL, Nov. 23, 2017 (GLOBE NEWSWIRE) -- SEMAFO (TSX:SMF) (OMX:SMF) announces with sadness the passing of Mr. Jean Lamarre, Chairman of the Board of Directors of the Corporation, on November 22, 2017 following a short illness. Mr. Lamarre joined the Corporation's Board of Directors in 1997 and was appointed Chairman of the Board in 2000, a position he held until his demise. "Jean made an indelible mark on SEMAFO, both in terms of his corporate governance expertise and his 45 years of experience in Africa," said President and CEO Benoit Desormeaux. "Over his 20-year tenure with SEMAFO, he brought unique insight, business acumen and leadership to the Corporation as it transitioned from an exploration company to a junior gold producer. He did this, always without compromising his values: the integrity of the Corporation, his deep love for Africa and its people, and his priority to SEMAFO's long-term sustainability. On behalf of SEMAFO's Board of Directors, management and employe
Premier to join industry leaders at BDA London forum23.11.2017 21:39 | Pressemelding
HAMILTON, Bermuda, Nov. 23, 2017 (GLOBE NEWSWIRE) -- Premier David Burt will join more than two-dozen Bermuda executives in a multi-industry forum being held in London next week to showcase the breadth of expertise and advantages offered by the island's global business market. A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/78c5ac53-07f7-4dd8-83e0-753ea5b4c80b Organised by the Bermuda Business Development Agency (BDA), the one-day event Tuesday, November 28 at ME London has attracted over 200 registrants. It will feature top regulatory and industry leaders in moderated discussion panels covering re/insurance, captive insurance, insurance-linked securities, asset management, family offices, and trust and private-client business. A networking reception will wrap the event in the evening. "The government supports the Bermuda Business Development Agency in this awareness-raising event that offers such gre
Crown Bioscience and Data Sciences International (DSI) Partner to Advance Metabolic Disease Research Using an Implanted Telemetry Device for Long-Term Blood Glucose Monitoring23.11.2017 14:00 | Pressemelding
SANTA CLARA, Calif., Nov. 23, 2017 (GLOBE NEWSWIRE) -- Crown Bioscience, a wholly-owned subsidiary of Crown Bioscience International (TWSE: ticker 6554) and a global drug discovery and development services company providing translational platforms to advance oncology, inflammation cardiovascular and metabolic disease research, announces the successful development of an enhanced method for preclinical obesity and type 2 diabetes studies in partnership with Data Sciences International (DSI). Crown Bioscience's clinically relevant models and DSI's HD-XG implantable glucose device combine to create a superior approach to preclinical metabolic disease research. Recently published work in the Journal of Endocrinological Investigation and Nature's Scientific Reports demonstrates the advantages of a new method using DSI's HD-XG implantable glucose device and Crown Bioscience's models of spontaneous and diet-induced diabetes. The HD-XG device allows for continuous, long-term measurement
Euroloan Opens New Market in Spain23.11.2017 11:10 | Pressemelding
Helsinki, Finland, 2017-11-23 11:10 CET (GLOBE NEWSWIRE) -- According to James Hickson, CEO of Euroloan Group, initiating services in the Spanish market is a key step in the expansion strategy of the Fintech group. “We have seen a growing demand for easy payment solutions in several markets, and the Spanish market in particular offers a massive opportunity for growth with Euroloan’s advanced payment and credit solutions. Merchants and Consumers appreciate our simple, fast and efficient services. It’s all about making their life easier. Consistent with our strategy, we have identified a number of partners to accelerate our market entry approach and expect to be providing our lending and merchant solutions by the end of the 1Q 2018” The Group is now present in five countries in Europe, including Finland, Sweden, Poland, Luxembourg and Spain. “Euroloan aims to open up several additional new markets”, says Tommi Lindfors, Chairman of the Board of Euroloan Group. “Spain is an importan
BDA partners with government to attract cryptocurrency23.11.2017 06:25 | Pressemelding
HAMILTON, Bermuda, Nov. 23, 2017 (GLOBE NEWSWIRE) -- The Bermuda Business Development Agency (BDA) will take a lead role in an initiative launched by the Bermuda government today to accelerate the establishment and growth of digital currency business on the island. A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/457f43b9-d7bb-48f1-83e2-b856b33ebacc At a press conference held by Premier the Hon David Burt and National Security Minister the Hon Wayne Caines, the government announced the formation of a task force comprising two teams to advance Bermuda's regulatory environment as a destination for utility tokens, tokenised securities, cryptocurrencies, and coin offerings. BDA Consultant for Emerging Technologies John Narraway was named as chair of the Blockchain Business Development Working Group, while BDA Board member Lydia Dickens will chair the Blockchain Legal and Regulatory Working Group, of which
VistaJet Partners With Christie's for the Global Tour of The Collection of Peggy and David Rockefeller22.11.2017 11:39 | Pressemelding
The sale will be the most significant philanthropic auction ever presented LONDON, Nov. 22, 2017 (GLOBE NEWSWIRE) -- VistaJet, the first and only global private aviation company, announces today its worldwide sponsorship of the exhibition and tour of The Collection of Peggy and David Rockefeller, the most significant auction entirely dedicated to raising funds for philanthropic causes. The sale, consisting of numerous categories, will be conducted by Christie's, the world's leading art business, and will include a highlights exhibition tour in Hong Kong, London, Los Angeles and New York. Photos accompanying this announcement are available at http://www.globenewswire.com/NewsRoom/AttachmentNg/c78fdce7-7651-42a8-a621-14088da2cc86 http://www.globenewswire.com/NewsRoom/AttachmentNg/33af2489-a9a8-4bbe-b5f7-78e4c1f29ca2 http://www.globenewswire.com/NewsRoom/AttachmentNg/a16c2
I vårt presserom finner du alle våre siste saker, kontaktpersoner, bilder, dokumenter og annen relevant informasjon om oss.Besøk vårt presserom