Norway-based technical research and development company Hunter Group, formerly known as Badger Explorer, has reached an agreement to acquire all shares in IKM Subsea Holding, IKM Subsea, and IKM Technology – together referred to as the IKM Subsea & Technology.
IKM Gruppen owns all the shares in IKM Subsea Holding, which in its turn owns all the shares in IKM Subsea. IKM Technology is jointly owned by IKM Gruppen and IKM Subsea Holding, holding 17.53% and 82.47% of the shares in IKM Technology, respectively.
Prior to completion of the transaction, certain intra group debt of approximately NOK 330,000,000 owed by IKM Subsea to Hunter Group will be converted to equity. Following the debt conversion, IKM Subsea will be jointly owned by IKM Gruppen and IKM Subsea Holding.
Hunter Group has entered into an agreement with the Seller to directly and indirectly acquire 100% of the issued and outstanding shares in the IKM Subsea & Technology Group. Completion of the Transaction is subject to customary completion conditions, including inter alia the following:
The purchase price in the transaction will be settled by a cash payment of NOK 250 million, issuance of 23,901,412 new ordinary shares in the company to the seller, and by an interest free seller’s credit with a total amount of NOK 55,455,063 which will be converted to new ordinary shares in the company at the same subscription price as in the Private Placement (the “Conversion Shares”).
The purchase price in the Transaction as set out above is based on the consolidated balance sheet of 31 December 2017 for the IKM Subsea & Technology Group and is subject to customary adjustments for cash, debt and normalised working capital.
The transaction is expected to be completed during the first quarter of 2018.
Following completion of the transaction, IKM Gruppen will become a significant shareholder in Hunter Group and will focus its future subsea activities through Hunter Group.