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Two companies merge to form new industrial player in Norway

27 from 2018 to 07 at 36: XNUMX
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Bergen Group Endúr Fabricom industrial norway

Norway's Bergen Group has entered into an agreement with its oil services company, Endúr Fabricom, for a merger between the two companies.

The Bergen Group, an industrial group based in western Norway, is a supplier of products and services to energy and industry, maritime, defence, access technology and services and aquaculture. Endúr Fabricom is an oil services company based in Stavanger. The company provides maintenance, modification, installation, fabrication and reconstruction of complex oil and gas facilities both onshore and offshore.

400 employees and NOK 1 billion worth of orders

Bergen Group said on Monday that the merged company will form an industrial group based in western Norway, with around 400 employees and an order book in excess of NOK 1 billion.

The combined company will have a presence in the oil and gas markets, maritime service and the aquaculture industry, added Bergen Group.

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 following the transaction, said that the Bergen Group will still be listed on the Oslo Stock Exchange.

Eikeland said: “Both Bergen Group and Endúr Fabricom have undergone extensive restructuring processes to adapt to a changing market. Now we have two companies eager to grow and with a proven track record of demanding restructuring in parallel with strengthening companies' core competencies. The merger between these two companies will be a catalyst for both the speed and profitability of a further growth process.”

In February this year, Handeland Industrier AS and Artemes Group AS, companies with industrial experience operating 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.

“Increased industrial competence”

The main shareholder of the Stavanger oil services company is Handeland Industrier AS, a company based in Sunnhordland between Bergen and Stavanger and with Rune Skarveland as the main owner. Skarveland has extensive experience in property development and industrial business development, and previously held a board position and 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 gives the resulting company broader ownership and greater industrial competence. At the same time, we have created an industrial group with greater strength through presence in diverse market segments and in a larger geographic area”.

Total orders of NOK 1,05 billion as at 30 June 2018 provide a solid foundation for increased operational activity.

“We are convinced that this merger opens up exciting synergies that will increase our attractiveness and competitiveness in the markets where we already have positions. In addition, we see opportunities for synergies both within current operational activity and in terms of cost”, stated the two presidents.

The merger is expected to be completed between Endúr Holding AS (100% owner 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 consideration for the merger. Upon completion of the transaction, Endúr Holding AS shareholders will own 51% of all shares in Bergen Group ASA.

The merger does not trigger any mandatory offering for existing shareholders in Bergen Group ASA. The merger is subject to relevant decisions at extraordinary general meetings of the respective companies, as well as there are no relevant conclusions in the ongoing due diligence. Completion is scheduled for the end of 4Q 2018.

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