In accordance with the City Code on Takeovers and Mergers, the board of Hallin Marine Subsea International PLC (Hallin) and Superior UK announced the terms of recommended proposals for an all cash acquisition by Superior UK of the entire issued and to be issued share capital of Hallin at a price of 233p per share - valuing the existing issued share capital of Hallin at approximately £96.5 million and at £103.5 million on a fully diluted basis.
Superior UK is a wholly-owned indirect subsidiary of Superior Energy Services, Inc. and was formed for the purpose of making the £103.5 million offer for Hallin.
The Hallin board and institutional investors have given Superior irrevocable undertakings to vote in favour of the proposed acquisition representing an aggregate of 52.7% of the existing issued share capital of Hallin.
Future plans for the Hallin Group
Hallin offers Superior the opportunity to enhance its position in the subsea well services market through the combination of Superior's well intervention assets and Hallin's existing subsea assets, new build vessel programme and international infrastructure.
Background to the acquisition
In Hallin's interim report for the six months ending 30 June 2009, issued in September this year, Hallin stated its intention was to 'actively develop the Company and its revenue generating assets, seeking to deliver the best possible performance and growth in a difficult environment.'
Whilst the current economic climate has resulted in a number of exciting opportunities for Hallin to enhance its operations, the Company has become increasingly restricted by the lack of readily available finance.
Following an approach by Superior the Hallin board has recognised that by joining Hallin with a financially strong and successful group, the Company would be considerably better placed to take advantage of opportunities arising during the foreseeable future.
By linking Hallin's established operations in its international markets with the considerable operating base of Superior in the United States, coupled with the opportunity to have access to its strong investment capability, the ongoing group will be more readily able to fulfil its potential.
The Hallin board believes the Acquisition will be beneficial to all stakeholders, including Hallin's staff, allowing them greater opportunities.
Benefits to Hallin and Hallin shareholders
Under the proposed acquisition, Hallin shareholders will benefit from a fair price in cash (which offers certainty). Hallin will also gain access to Superior's technical expertise and financial strength. The Acquisition offers Hallin's employees a chance to become part of a larger, global organisation with a broader range of career development opportunities.
Management and employees
Superior UK recognises the significant achievements of Hallin's management team and its employees and attaches considerable importance to retaining the skills and expertise of the management and employees of Hallin and its subsidiaries. Superior UK believes that the current management and employees are an important part of the successful implementation of its plans for Hallin. Superior UK does not therefore intend to make any material changes to Hallin's staffing levels, nor to any conditions of employment.
Superior has no current plans to change the locations of Hallin's places of business, nor does it have any current plans to redeploy the fixed assets of Hallin. As such, in the event the Scheme becomes effective Superior UK has given the Hallin Directors assurances that the existing contractual employment and pension rights of all of Hallin's employees will at a minimum be fully safeguarded.
Hallin's chairman, Tony Ebel, said: "The board of Hallin believe this is an excellent deal for the Company's shareholders, for the Company itself and for the Company's employees."
"The Acquisition represents fair value for shareholders and will enable Hallin to take full advantage of the opportunities ahead of it as part of a large, global and well-financed group."
Terry Hall, Chairman and Chief Executive Officer of Superior said: "In the short-run, this transaction will provide us with more international penetration and expanded entry into the subsea field development and installation market."
"Going forward, we believe the combination of Hallin's experienced management team, existing global infrastructure and Superior's well intervention experience and integrated solutions approach will serve as a strong platform for expansion into the growing subsea well intervention market worldwide."
The proposed transaction will be put to Hallin Shareholders for their approval at the Court Meeting and at the Hallin EGM to be held on 7 January 2010. In order to become effective, the proposed transaction must be approved by a majority in number representing at least 75 per cent. in value of all Hallin shares that are voted at the Court Meeting. In addition, the Special Resolution approving the proposed transaction and amending the Hallin Share Plan and the Articles must be passed by Hallin Shareholders representing 75 per cent. of the votes cast at the Hallin EGM.
It is expected that the Scheme of Arrangement circular will be posted to Hallin shareholders on or before 12 December 2009.
If approved by Hallin shareholders and sanctioned by the Court, it is expected that the proposed transaction will become effective on 26 January 2010, subject to the satisfaction or waiver of all the conditions of the full announcement.
The full text of the announcement made in accordance with Rule 2.5 of the City Code on Takeovers and Mergers is available on the Hallin website: www.hallinmarine.com