Badger Explorer has entered into a letter of intent (LOI) with the shareholders of Dwellop to acquire 100% of the company’s outstanding shares.
Dwellop is systems and technology provider delivering topside handling equipment for well intervention and plugging & abandonment (P&A) operations.
A large part of the business is focused on the design and manufacturing of mechanical and structural wireline, coil tubing and pipe handling equipment for the global well intervention market.
Badger will purchase 100% of the outstanding shares in Dwellop for an agreed purchase price of NOK 190 million ($approximately $22.5 million), whereof NOK 60 million will be settled in cash at closing and NOK 130 million will be settled by issuance of new shares in Badger at an agreed subscription price of NOK 0.65 per share.
The company is said to be involved in several advanced discussions with clients for modular rig projects intended for well intervention and P&A operations. The company is headquartered in Stavanger, Norway, and is currently owned by management and key employees after a management buyout from Rolls-Royce in 2014.
Furthermore, certain shareholders of the company, representing approximately 28% of the outstanding shares, have asked the board to call for an extraordinary general meeting to consider a proposal for certain corporate changes as a result of the recent private placement, including electing new board members to reflect the new ownership structure in the company.
Dwellop would be organized as a standalone portfolio company of Badger and be developed on a separate basis going forward, Badger noted.
“We are thrilled to work with Dwellop’s management team to grow the company both organically and pursue other acquisition opportunities within the well intervention market. In a continued challenging market for oil & gas companies, we believe that products and technologies which facilitate enhanced oil recovery at low costs will continue
to be in strong demand going forward. In addition to the acquisition of Dwellop, we are also pursuing other potential acquisition opportunities, in order to continue the growth and development of Badger into a larger and diversified entity, in line with our communicated strategy,” said the chairman of Badger.