CONTEMPLATED SALE OF THE OBN BUSINESS TO FUGRO
2011-10-03, 14:00
Cyprus, 3 October 2011
SeaBird Exploration PLC ("SeaBird" or "SBX") has
entered into an LOI with Fugro Norway AS ("Fugro") to
sell its OBN business to Fugro. The main terms of the
LOI are:
·Acquisition of SeaBird Technologies AS and Seabed
Navigation Co Ltd which collectively holds all of
SeaBird's rights and assets related to the Ocean
Bottom Node ("OBN") business. The agreed acquisition
price is USD 125 million on a cash and debt-free
basis.
·A time charter arrangement where Fugro will charter
the 2D/source vessel "Munin Explorer" for a firm
period of 3 years. Furthermore, Fugro will time
charter another vessel for a firm period of 1 year,
plus 1 year plus 1 year in charterers option. The
contract value of the firm part of these two
contracts will be in the range of USD ~75 million.
·The parties shall agree on a management agreement
for services to be provided by SeaBird, including
crew and other services required to operate the OBN
business during a transition period.
·Fugro has as a part of the contemplated transaction
already acquired 11% of SeaBird Technologies AS and
Seabed Navigation Co Ltd to improve the liquidity
situation of SeaBird. This purchase price shall be
deducted from the total purchase price for 100% of
the two companies at closing. In the event that LOI
does not lead to transaction, SeaBird is obligated to
reacquire the shares at the same price and
conditions. As security for a possible claim arising
if SeaBird is not able to purchase the shares back,
Fugro will be granted a second priority pledge on the
remaining 89 % of the shares in both said companies.
Fugro has been granted exclusivity until the earliest
of 15 November 2011 and the signing of the
transaction, which is planned for 30 October 2011.
The transaction remains subject to a confirmatory due
diligence, finalising details and agreement of
definitive documentation. SeaBird is, and will after
the contemplated transaction still be in breach of
its loan agreements and will continue the dialog with
key stakeholders to find longer term solutions.
Tim Isden, SeaBird's chief executive officer,
commented: "We are pleased to have agreed the terms
of this LOI with Fugro and look forward to its final
conclusion in 4 to 5 weeks. This is the first step in
a process designed to cure the financial situation,
stabilize the Company and allow us to bring value
back to stakeholders. That has been and still is our
intention, and is what we will concentrate on for the
years to come. SeaBird has an excellent record in the
2D and smaller streamer configuration 3D market, and
we will seek to capitalize on our position. We will
remain very proud of the safety and performance track
record we have established in this fast growing OBN
market, and the client satisfaction on our surveys."
For further information, please contact:
Tim Isden
CEO SeaBird Exploration
Phone: +971 504 539075
Erik Hansen
CFO SeaBird Exploration
Phone: +47 94 87 48 47
SeaBird Exploration PLC "SeaBird" is a global
provider of marine solutions for seabed acquisition
of 3D/4C/4D multimode seismic data with OBN
operations, marine 2D and 3D seismic data, and
associated products and services to the oil and gas
industry. SeaBird specializes in high quality
operations within the high end of the source vessel
and 2D market, as well as in the shallow water 2D/3D
market. Main focus for the company is proprietary
seismic surveys (contract seismic). Main success
criteria for the company are an unrelenting focus on
Health, Safety, Security, Environment and Quality
(HSSEQ), combined with efficient collection of high
quality seismic data.
All statements in this press release other than
statements of historical fact are forward-looking
statements and are subject to a number of risks,
uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future
events that may not prove accurate. These factors
include SeaBird's reliance on a cyclical industry and
the utilization of the company's vessels. Actual
results may differ substantially from those expected
or projected in the forward-looking statements.
This information is subject of the disclosure
requirements pursuant to section 5-12 of the
Norwegian Securities Trading