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The Bergen Group From Norway Reached An Agreement With Its Oil Service Company, Endúr Fabricom, For A Merger Between The Two Companies.
The Bergen Group, an industrial group based in the western part of Norway, is a supplier of products and services for the energy and industrial sectors, maritime, defense, technology, access services, and aquaculture. Endúr Fabricom is an oil service company headquartered in Stavanger. The company provides maintenance, modification, installation, manufacturing, and reconstruction of complex oil and gas facilities both onshore and offshore.
400 Employees and 1 Billion Norwegian Kroner in Orders
The Bergen Group announced on Monday that the company resulting from the merger will constitute an industrial group based in western Norway, with about 400 employees and an order book exceeding 1 billion Norwegian kroner.
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The combined company will have a presence in the oil and gas markets, maritime services, and the aquaculture industry, Bergen Group added.
Hans Petter Eikeland, Chairman of the Board of Bergen Group, stated that the merger agreement has the full support of the company’s major shareholders, representing more than 62% of the company’s shares, as well as the owners of Endúr Fabricom.
Eikeland, who will be appointed chairman of the Bergen Group after the transaction, stated that the Bergen Group will still be listed on the Oslo Stock Exchange.
Eikeland said: “Both the Bergen Group and Endúr Fabricom have undergone extensive restructuring processes to adapt to a changing market. Now, we have two companies eager to grow with a proven track record of requiring restructuring alongside strengthening the core competencies of the companies. The merger between these two companies will be a catalyst for both the speed and profitability of an additional growth process.”
In February of this year, Handeland Industrier AS and Artemes Group AS, companies with industrial experience in operations in western Norway and the Norwegian offshore industry, acquired Endúr Fabricom.
Over the past six months, Endúr Fabricom has built an order book that includes framework agreements with Aker BP, Eni Norway, and Wintershall, and has signed individual projects with all other operators on the Norwegian continental shelf.
“Greater Industrial Competence”
The main shareholder of the Stavanger oil service company is Handeland Industrier AS, a company based in Sunnhordland between Bergen and Stavanger with Rune Skarveland as the principal owner. Skarveland has extensive experience in property development and industrial business development and has held a position on the board with a larger stake in Bergen Group ASA.
Ove Røssland, Chairman of the Board of Endúr Fabricom, said: “The merger between Endúr Fabricom and Bergen Group provides the resulting company with broader ownership and greater industrial competence. At the same time, we are creating an industrial group with greater robustness through presence in various market segments and across a larger geographical area.”
A total of orders amounting to NOK 1.05 billion as of June 30, 2018, provides a solid foundation for increased operational activity.
“We are convinced that this merger opens exciting synergies that will enhance our attractiveness and competitiveness in the markets where we already hold positions. Furthermore, we see opportunities for synergies both within current operational activities and in terms of cost,” the two chairmen stated.
The merger is expected to be completed between Endúr Holding AS (which holds a total of 100% of Endúr Fabricom AS) and Bergen Group Management AS, which is 100% owned by Bergen Group ASA. In connection with the merger, a capital increase in Bergen Group ASA will be requested at an Extraordinary General Meeting. Shareholders of Endúr Holding AS will receive shares of Bergen Group ASA as a consideration for the incorporation. After the transaction is completed, shareholders of Endúr Holding AS will hold 51% of all shares in Bergen Group ASA.
The merger does not trigger any mandatory offer for existing shareholders in Bergen Group ASA. The incorporation is subject to relevant decisions at extraordinary general meetings of the respective companies, and no relevant conclusions in ongoing due diligence. Completion is expected by the end of Q4 2018.
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