Schlumberger's marine seismic acquisition business to be acquired by Shearwater GeoServices in USD 650m deal
22 AUG 2018
Shearwater GeoServices Holding AS, the 50/50 joint venture between GC Rieber Shipping ASA [RISH:Oslo] and Rasmussengruppen AS, today announced that it has entered into a definitive agreement for Shearwater to acquire the marine seismic acquisition assets and operations of WesternGeco, the geophysical services product line of Schlumberger [NYSE:SLB].
Schlumberger will receive cash consideration based on an enterprise value of USD 600m plus a 15% post-closing equity interest in Shearwater GeoServices Holding AS. In addition, Schlumberger will also be entitled to payments under an earn-out agreement linked to future vessel usage over and above specific thresholds.
To ensure a more robust financial platform, an additional USD 50m of cash will be injected in Shearwater GeoServices Holding AS for working capital purposes, bringing the total cash funding requirement for the proposed transaction to USD 650m.
Press Release
Shearwater GeoServices Holding AS ("Shearwater"), the 50/50 joint venture between GC Rieber Shipping ASA ("GC Rieber Shipping") and Rasmussengruppen AS ("Rasmussengruppen "), has entered into a definitive agreement for Shearwater to acquire the marine seismic acquisition assets and operations (the "Acquisition") of WesternGeco, the geophysical services product line of Schlumberger.
Shearwater will operate the combined businesses as a global, customer-focused and technology-driven provider of marine geophysical services. Shearwater will own and operate a fleet of 14 fully equipped seismic vessels offering a full range of acquisition services including 3D, 4D and ocean bottom seismic (OBS). The company will also have a portfolio of proprietary streamer technology and processing software enabling effective execution of geophysical surveys and delivery of high-quality data. The combined company will have approximately 600 employees and will operate in all major offshore basins across the world.
"This combination will make Shearwater a leading global and technology-driven full-service provider of marine geophysical services with a strong financial platform able to deliver exceptional customer solutions," says Christian Berg, the CEO of GC Rieber Shipping. "We are very pleased with this transaction, which is in line with the strategic ambition we had when creating Shearwater in 2016 together with Rasmussengruppen. We are satisfied with yet again being instrumental in developing market leading companies, while capitalizing on our investment".
Schlumberger will receive cash consideration based on an enterprise value of USD 600m plus a 15% post-closing equity interest in Shearwater GeoServices Holding AS. In addition, Schlumberger will also be entitled to payments under an earn-out agreement linked to future vessel usage over and above specific thresholds. Under the terms of the agreement, Schlumberger will have an option to utilize two vessels from Shearwater on potential multiclient work for the first two years after closing the transaction.
To ensure a more robust financial platform, an additional USD 50m of cash will be injected in Shearwater GeoServices Holding AS for working capital purposes, bringing the total cash funding requirement for the proposed transaction to USD 650m.
The USD 600m of cash consideration to Schlumberger and USD 50m for working capital purposes will be funded by USD 325m in new cash equity ("Shearwater Issue") and USD 325m in debt financing. Rasmussengruppen has fully underwritten the Shearwater Issue and GC Rieber Shipping intends to subscribe for approximately USD 28m in the Shearwater Issue before closing. GC Rieber Shipping's participation in the Shearwater Issue will be financed initially through a shareholder loan provided by GC Rieber AS, GC Rieber Shipping's largest shareholder.
Following closing of the Acquisition, GC Rieber Shipping intends to carry out a rights issue to refinance the shareholder loan. Further details regarding the contemplated rights issue will be announced in due course after the terms have been decided.
Assuming completion of the Acquisition and the Shearwater Issue, and assuming the GC Rieber Shipping rights issue, GC Rieber Shipping's ownership in the combined company will be approximately 20%. Rasmussengruppen and Schlumberger will hold approximately 65% and 15%, respectively. GC Rieber Shipping expects to book a non-cash gain of approximately USD 32m as a result of the transaction.
The Acquisition is subject to regulatory approvals and other customary closing conditions. The parties expect to close the transaction in the fourth quarter of 2018.
J Sainsbury shareholder Invesco Perpetual says proposed merger with Asda will help to compete with Tesco
22 AUG 2018
J Sainsbury [LON:SBRY] shareholder Invesco Perpetual believes the UK-based supermarket group’s proposed merger with UK-based rival Asda will help the merged group, compete with Tesco [LON:TSCO], The Times reported.
The newspaper quoted Invesco’s UK equities fund manager Martin Walker, who said the deal includes “real positives” and that it offers “huge” earnings accretion.
The newspaper quoted Invesco’s UK equities fund manager Martin Walker, who said the deal includes “real positives” and that it offers “huge” earnings accretion.
Invesco Perpetual is J Sainsbury’s third-largest investor, the item noted.
The deal apparently offers returns higher than J Sainsbury’s cost of capital, Walker said.
J Sainsbury and Asda, a subsidiary of Bentonville, Arkansas-based Walmart Stores, Inc [NYSE:WMT], announced their proposed merger in April, promising revenues exceeding GBP 51bn (GBP44.29bn) and GBP 500m of synergies.
Walmart is to receive a 42% shareholding in the merged group and 30% of its voting rights as well as GBP 2.975bn in cash, the article noted.
Walker said the proposed structure of the merged group, under which Asda and J Sainsbury will retain their separate brands and headquarters, was similar to that of International Consolidated Airlines Group [LON:IAG], which owns the airlines Aer Lingus, British Airways and Iberia.
Walker thought competition concerns and worries about the reaction of suppliers to the deal were overstated, the item said. Walker added that some arguments against the deal seem illogical.
Although other top 20 investors contacted by the newspaper also expressed support for the merger, some voiced concerns about the possible difficulties of integrating the two brands.
J Sainsbury’s market capitalisation stood at GBP 7.43bn at the close of trading in London on Tuesday, 22 August.
Link to original source
BAML Calls
ADYEN - Revs +67% YoY, street modelling 43% YoY growth for '18. Reit FY(575)+5%
GN STORE - Rev 2% beat & guidance raise;see FY auto +16-19% v +15% prev(313)+2%
GRAFTON - Reads well with 9% growth and a H1 pretax of £90m, 2% ahead (790).+2%
CAPITA - Has hired Patrick Butcher, ex Go-Ahead Group as their new CFO (144)+1%
DINO POLSKA - 2Q beat with EBITDA/ net income +5%/7% above cons (99.96)...+1-2%
VODAFONE - +CK Hutchison, considers combining Aus mobile biz with TPG (176).u/c
AUTOS - Trump repeats his threat to put a 25% tariff on every auto import.-0.5%
VOLKSWAGEN - Spec to consider acquisitions of Software Companies; HB (140)-0.5%
INFINEON - Negative read as AAC closes -4% post missing earnings ests (21.4)-1%
AMS - -ve read from AAC Tech -4%. Supplies components to smartphones (67.5).-1%
STM - Negative read across from AAC Technologies miss earnings estimates(17)-1%
DIALOG - -ve read across. AAC Tech in HK closed -4% on earnings miss (18).-1-2%
GO AHEAD - CFO Patrick Butcher leaving to join Capita as their new CFO(1578)-2%
BIDCORP - Full yr weak with net income ZAR3.54bn v cons of ZAR4.24bn (290.6)-2%
MARINE HARVEST - Rev beat BUT cuts harvest forecast for the full yr (176).-2-3%
LINDE - Rev threshold for divestiture commitments are to be exceeded (187.3)-3%
HEADLAM - Guiding towards the lower end of ests for their full year (420).-5-7%
Asian stocks traded mixed and U.S. futures pared losses as traders digested the news of President Donald Trump’s longtime lawyer pleading guilty to federal charges. The dollar maintained losses and Treasuries were little changed.
Michael D. Cohen’s plea deal had sparked mild demand for haven assets and sent U.S. equity futures lower, though there was little sign of a pronounced impact in markets. Japanese shares traded higher with Hong Kong stocks and equities underperformed in China and Australia. Cohen pleaded guilty to illegal campaign finance charges, all but naming Trump as having ordered him to do it. Trump’s former campaign chairman was earlier found guilty of tax fraud, among other charges. Earlier, the S&P 500 Index touched an intraday record high.
US After Hours LZB +19%, KEYS +14%, PSTG +10%, URBN +4%, MYGN +2.5%, RRGB -3% following earnings/guidance.
Nikkei +0.55% Hang Seng +0.09% CSI -0.76% Shanghai -0.86% Shenzen -1.20%
Eur$ 1.1573 CNH 6.8390 CNY 6.8443 JPY 110.37 GBP 1.2909 CHF 0.9841 TRY 6.0789 RUB 67.3152 WTI$ 66.15 +0.47%
S&P -0.29% EuroStoxx -0.26% FTSE -0.44% Dax -0.21% SMI -0.35%
Macro :
- Brexit Talks Will Be Non-Stop From Now With Markets Jittery
- Trump’s Terrible Day Sees Cohen Plead Guilty, Manafort Convicted
- Greek Progress on Privatizations Seen as Key to Post-Bailout Era
Keep an eye on :
- ANA SM : Acciona Preferred Play in Renewables, Initiated at Buy: Citi
- AF FP : Air France-KLM CEO Smith Could Receive EU4.25 Mln in Total Pay
- AGFB BB : Agfa-Gevaert Second Quarter Revenue Misses Estimates
- AMS SW : Watch Apple, Samsung Suppliers After Hong Kong’s AAC Plunges
- ATL IM : Italy Is Said to Weigh State-Lender Role in Autostrade Takeover
- ADYEN NA : Adyen First Half Net Revenue EU156.4 Mln
- AUSS NO : Austevoll Seafood Second Quarter Revenue Beats Estimates
- BOSN SW : Bossard First Half Ebit CHF61.6 Mln
- CAPIO SS : Ramsay Is Said to Consider Raising Its Bid for Capio, DI Reports
- CBK GY : Commerzbank Scraps Plans for European Online Bank: Handelsblatt
- EVT GY : Evotec, Novo Nordisk Form Strategic Research Alliance
- GN DC : GN 2Q Revenue 2% Above Estimates; Raises Audio Growth Outlook
- GSF NO : Grieg Seafood Cuts Full Year Harvest Forecast
- HNR1 GY : Hannover Re Names Swiss Re’s Jean-Jacques Henchoz Future CEO
- HSBA LN : HSBC Plans to Open Insurance Office in Shenzhen in October: SCMP
- LSG NO : Leroy Second Quarter Adjusted Ebit Misses Estimates
- LIN GY : Linde Says Praxair Antitrust Commitments to Exceed Agreed Limit
- MHG NO : Marine Harvest Cuts Full Year Harvest Forecast
- HEMF SS : Hemfosa Plans to List Nyfosa as Independent Company in 4Q
- MAERKSB DC : Maersk Will Test Russian Northern Sea Route, Borsen Reports
- MED SW : Medartis First Half Sales CHF61.0 Mln
- MBTN SW : Meyer Burger Chairman Rejects Call by Kondrashev to Resign: FuW
- PFG LN : Provident Loses Last Sell Rating as Berenberg Sees Risks Reduced
- SENS SW : Sensirion Sees Full Year Revenue CHF175 Mln To CHF180 Mln
- SCST SS : Scandi Standard 2Q Adjusted Operating Profit 2.6% Above Est.
- SKG ID : Venezuela Orders Occupation of Smurfit Kappa Unit: Sundde
- STM FP : Watch Apple, Samsung Suppliers After Hong Kong’s AAC Plunges
- SREN SW : Swiss Re Names Higginbotham Head Reinsurance EMEA
- TEF SM : Telefonica Is Said to Be Seeking to Add Amazon Video to Services
- TSLA US : Musk Says Didn’t ‘Like’ It When Asked Why Deleted Instagram
- UQA AV : Uniqa Premiums to Drop After Polish Single-Premium Life Halted
- VLK NA : Van Lanschot Kempen First Half Underlying Profit EU47.2 Mln
- VOW3 GY : Volkswagen To Consider Acquisitions of Software Companies: HB
- WG/ LN : Wood Group Addressing Issues, Outlook Promising: Morgan Stanley
- Z01 GY : Zooplus Sees Full Year Pretax Profit Margin -0.5% To +0.5%
>>> Up
* Danske Raised, Now Preferred Over DNB at Morgan Stanley
* Huber + Suhner Upgraded to Outperform at ZKB
* Lancashire Upgraded to Hold at Berenberg
* Latour Upgraded to Buy at DNB Markets; PT 115 Kronor
* NSI Upgraded to Buy at ING; PT 36 Euros
* Provident Upgraded to Hold at Berenberg
* Rio Raised at Liberum on China Property, Iron Ore Price Outlook
* Wood Upgraded to Equal-weight at Morgan Stanley; PT 9 Pounds
>>> Down
* DNB Downgraded to Equal-weight at Morgan Stanley; PT 194 Kroner
* Hufvudstaden Downgraded to Sell at DNB Markets; PT 132 Kronor
* Implenia Downgraded to Neutral at MainFirst; PT 77 Francs
* Jyske Downgraded to Hold at SEB Equities; PT 355 Kroner
* MorphoSys Downgraded to Hold at Commerzbank; PT 107 Euros
* VP Bank Downgraded to Market Perform at ZKB
>>> Initiation
* Acciona Rated New Buy at Citi; PT 82.50 Euros
* Kuros Biosciences Rated New Buy at Mirabaud Securities
* Valora Rated New Reduce at Kepler Cheuvreux; PT 250 Francs
After Hours Summary: LZB +19%, KEYS +14%, PSTG +10%, URBN +4%, MYGN +2.5%, RRGB -3% following earnings/guidanceAfter Hours Gainers:
Companies trading higher in after hours in reaction to earnings/guidance: LZB +19.3%, KEYS +14.1%, PSTG +10.4% (also acquired StorReduce,- financial terms not disclosed), URBN +3.7%, MYGN +2.5%
Companies trading higher in after hours in reaction to news: ZNGA +7.8% (Zynga confirms multi-year licensing agreement with Disney to develop and publish a new mobile game with the option for a second game), SCSC +4.9% (acquires Canpango, a longstanding Salesforce implementation and consulting partner -- terms not disclosed), STAR +4.5% (will replace A. Schulman [SHLM] in the S&P SmallCap 600), FLEX +3.3% (receives authorization and shareholder approval to purchase up to 20% of its outstanding shares), OCUL +2.9% (ticking higher after Pres/CEO disclosed the purchase of 20K shares worth ~$120K), APLE +0.6% (Exec Chairman disclosed the purchase of 10K shares), LHO +0.2% (Pebblebrook increased the number of LaSalle common shares that may receive $37.80 in cash per share to up to 30% of LaSalle common shares in aggregate)
After Hours Losers:
Companies trading lower in after hours in reaction to earnings/guidance: SMCI -19.6% (updates Q4 guidance and provides update on SEC filings/Nasdaq listing), GSM -6.2% (also authorized the repurchase of up to $20 million of ordinary shares in the period ending December 31, 2018), RRGB -3%
Companies trading lower in after hours in reaction to news: JILL -1.5% (light volume; downgraded to Market Perform at Cowen), ADI -0.5% (reinstates share repurchase program and authorizes repurchase of an additional $2 bln of its common stock; reports earnings tomorrow before the open)