Badger Explorer ASA sells Calidus Engineering Ltd to Severn Glocon Group Plc.
Badger Explorer ASA (BXPL) and Severn Glocon Group PLC (Severn Glocon) have on 28th June 2013 signed a share purchase agreement, whereby BXPL sells 70% of its shares in its subsidiary Calidus Engineering Ltd. (Calidus) for a consideration of GBP 936,335. Under the agreement Severn Glocon will acquire another 15% of the shares in Calidus in 2015 and the remaining 15% in 2016 on an earn-out model. The purchase price for the two future transactions is linked to Calidus’ financial performance during 2014 and 2015 respectively. Calidus will remain a vital supplier of technology to the Badger project and BXPL has committed to place orders with Calidus worth a minimum of GBP 1.75 million over the next 2.5 years.
Severn Glocon is a Gloucester, UK based manufacturer of specialized control and choke valves and a provider of valve aftermarket services for the oil and gas industry, LNG and processing industries. The acquisition of Calidus enhances Severn Glocon’s core capabilities and will further strengthen their global positioning. Please see www.severnglocon.com
BXPL's CEO David Blacklaw stated: “Calidus will benefit significantly from becoming part of the Severn Glocon Group and the ability to further develop in the future will be strengthened. In reaching this agreement BXPL has achieved several objectives; the Badger project will continue to have access to the skills, competences and capacity at Calidus, while at the same time BXPL’s cash position is strengthened. I am convinced this transaction is a win-win for all parties involved”.
Prior to entering into the sales purchase agreement with Severn Glocon, BXPL acquired the remaining 25% of the shares in Calidus from its founder Nigel Halladay, under a prior shareholders’ agreement.
In addition to the completion payment, BXPL will receive further GBP 240,000 over the next six months as the shareholder loan granted to Calidus by BXPL is repaid. BXPL’s cash position will hence be strengthened by NOK 10.9 million. In conjunction with the transaction, BXPL will book a loss of NOK 4.5 million on the 70% of Calidus shares sold, which will be included in the Q2 2013 report. Using the above sales price as basis BXPL will book a loss of NOK 1.9 million on the remaining 30 % shares in Calidus.
About Calidus Engineering Ltd.:
Calidus is a multi-discipline engineering company specializing in designing down-hole equipment for harsh environments. In addition to modeling and engineering design services, Calidus has a machine shop equipped for manufacturing prototypes. Calidus revenues come from local and global clients within the oil industry and the geothermal industry, as well as from the field of R&D. Calidus had revenues of GBP 1,412,830 in 2012, and has 24 employees. Deliveries to BXPL represented 43% of gross turnover in 2012. Please see www.calidusengineering.com
Stavanger, 2nd July 2013
For further information, please contact:
David Blacklaw, CEO, cell phone +47 406 44 010, office +47 52 97 45 50
Gunnar Dolven, CFO, cell phone +47 908 53 168, office +47 52 97 45 40
Tags: