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