Global Industries, Ltd. announced today that it has entered into a definitive merger agreement with Technip under which Technip will acquire Global in an all cash merger.
Under the terms of the agreement, which was unanimously approved by Global's Board of Directors, Global stockholders will receive $8.00 in cash for each share of Global's common stock. The transaction values Global at an enterprise value of approximately $1,073 million, including Global's approximately $136 million of net debt. The $8.00 per share acquisition price represents a 55% premium to Global's closing share price on September 9, 2011, the last trading day prior to announcement of the transaction, and a 92% premium to Global’s average closing share price for the 30 trading days ending on September 9, 2011. The transaction is not subject to any financing condition.
- Global brings to Technip a complementary subsea business comprising the know-how and experience of Global's teams supported by 14 vessels, including two newly-built leading edge S-Lay vessels, as well as important geographic positions notably in the Gulf of Mexico (US and Mexican waters), Asia-Pacific and the Middle East.
- Technip's skills, commercial track record, and strong client base will realize the full value and potential of Global's know-how, assets and experience, and broaden opportunities for Global's employees.
Global expects the transaction to be completed in early 2012. The management teams of Global and Technip expect to work closely together to develop an integration plan.
John B. Reed, Chief Executive Officer of Global, said: "Global and Technip share a common view of the promising subsea market. The merger of our two companies will provide our customers with an unrivaled execution capability, combining Technip's leading, integrated subsea capabilities with Global's G1200 and G1201, complementary market presence and skills and know-how in S-Lay and heavy lift."
Completion of the merger is subject to certain customary closing conditions, including, among other things, approval of Global's stockholders and receipt of certain regulatory approvals.
Simmons & Company International is acting as financial advisor and Vinson & Elkins LLP is acting as legal advisor to Global. Simmons & Company has delivered a fairness opinion to the Global Board of Directors in connection with their approval of the transaction based upon and subject to the assumptions set forth in the opinion.