ADES Holding Company announces the signing of its directly owned subsidiary, ADES International Holding Ltd, a Transaction Agreement for ADES to acquire all issued and outstanding shares of Shelf Drilling, Ltd. by way of cash merger
| Element List | Explanation |
|---|---|
| Transaction Details | ADES International Holding, Ltd. (“ADES”), a subsidiary of ADES Holding Company, and Shelf Drilling, Ltd. (“Shelf Drilling” or the “Company”) are pleased to announce that today they have signed an agreement (the “Transaction Agreement”) for a recommended offer by ADES to acquire all issued and outstanding shares of the Company by way of cash merger under the laws of the Cayman Islands between ADES International Cayman (“BidCo”), a wholly owned subsidiary of ADES, and the Company with the Company as the surviving entity. At completion, all of the Company's shares will be cancelled for a consideration in cash of NOK 14.00 per share (the "Cash Consideration") to the Shelf Drilling shareholders pursuant to a plan of merger entered into between the Company, ADES and BidCo (the "Transaction"). Following completion of the Transaction, Shelf Drilling will be wholly owned by ADES, and Shelf Drilling, Ltd. will be delisted from the Oslo Stock Exchange. |
| Transaction Amount | Approximately SAR 1.42 billion (equivalent to $379 million), reflecting a fully diluted equity value of Norwegian Krone (NOK) 14.00 per Shelf Drilling share |
| Transaction Conditions | The transaction is subject to: • Shelf Drilling Extraordinary General Meeting shareholders’ approval • Merger clearance and other regulatory approvals • Other customary conditions |
| Parties of the Transaction | Buyer: ADES International Holding Ltd, a directly owned subsidiary of ADES Holding Company Target: Shelf Drilling Ltd. |
| Transaction Financing Method | ADES’s available credit facility |
| Date of Entering Into The Transaction | 2025-08-05 Corresponding to 1447-02-11 |
| Description of Activity of The Asset Subject of The Transaction | Shelf Drilling is an international shallow water offshore drilling contractor with rig operations across the Middle East, Southeast Asia, India, West Africa, the Mediterranean and the North Sea. Shelf Drilling was founded in 2012. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Revenues [in millions]: 2022: $695.2 (SAR 2,607) 2023: $908 (SAR 3,405) 2024: $985.2 (SAR 3,694.5) Net Income [in millions]: 2022: -$24.2 (SAR -90.8) 2023: -$17.2 (SAR -64.5) 2024: $52.6 (SAR 197.3) Total Assets [in millions]: 2022: $2,046.3 (7,673.6 SAR) 2023: $2,098.7 (7,870.1 SAR) 2024: $2,077.2 (7,789.5 SAR) Total Equity [in millions]: 2022: $315.5 (1,183.1 SAR) 2023: $402.3 (1,508.6 SAR) 2024: $428.3 (1,606.1 SAR) |
| Transaction reasons | • Establishes a strong global player in shallow-water drilling with a substantial fleet of 83 offshore jack-ups (including 46 premium units), following the addition of 33 jack-ups and entry into new regions through the Transaction • Forms the go-to partner for shallow-water drilling customers across the world’s most attractive basins backed by decades of experience and a shared commitment to safety and performance • Brings together complementary customer bases, assets and organizations • Total combined backlog of SAR 35.44 billion (US$ 9.45 billion) (as of 30/06/2025) provides strong cash-flow visibility • ADES expects to realize annual operational cost synergies of SAR 150-188 million (US$ 40-50 million) with gradual realization over the medium term, along with associated costs to achieve these synergies • ADES will seek to optimize the enlarged group’s capital structure, efficiency and cost based on the strength of the combined balance sheets and cash flows. As such, ADES will settle Shelf Drilling’s existing debt obligations • The Transaction is accretive to earnings per share and free cash flow for ADES, supporting strong returns for shareholders |
| Expected Impact of the Transaction on the Company and Its Operations | ADES will operate a substantial fleet of 83 offshore assets (including 46 premium units), following the addition of 33 jack-ups and entry into new regions through the Transaction |
| Related Parties | None |
| Additional Information | • The Transaction is expected to close in the fourth quarter of 2025 subject to customary closing conditions (as further described above), including approval by an extraordinary general meeting of Shelf Drilling's shareholders. • Shelf Drilling’s outstanding US senior notes and Norwegian bond will be called in conjunction with closing of the Transaction • The above equity value has been calculated based on an exchange rate of 10.27 USD/NOK, as of 4 August 2025. |
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