Magseis and Fairfield Geotechnologies have entered into an agreement whereby Magseis will acquire the Seismic Technologies business from Fairfield.
The acquisition comprises data acquisition, nodal and system sale & rental activities including all shares in Fairfield’s wholly owned UK subsidiary WGP Group.
The consideration in the transaction comprises a combination of cash, Magseis shares, warrants and an earn-out payment, with the agreed purchase price based on an enterprise value of approximately USD 233 million.
“This transformational transaction enables Magseis to take pole position in the development of the marine seismic industry with critical mass, leading technology, modern crews and financial capabilities to capitalize on exciting growth opportunities,” says Jan Pihl Grimnes, chairman of the board of directors of Magseis.
Headquartered in Houston, Fairfield Seismic Technologies has approximately 230 full-time employees and 250 contracted personnel.
Byron Sugahara, chairman of Fairfield-Maxwell, the owner of Fairfield, said: “Through Fairfield-Maxwell, my family has owned and invested in Fairfield Geotechnologies for more than 40 years. We are excited to become Magseis Fairfield’s largest shareholder given our positive outlook on the seismic services industry and confidence in the combined management team. We are also pleased that the transaction will provide Fairfield-Maxwell additional capital for potential reinvestment in Fairfield Geotechnologies’ remaining data licensing and data processing business.”
“Magseis and Fairfield Seismic Technologies combined will have the industry’s largest nodal inventory and be positioned for global operations with substantial scale advantages. The combined entity will have an excellent technology platform providing optimal ability to meet all client requirements regardless of geography, water depth and acquisition methodology,” said Per Christian Grytnes, CEO of Magseis.
The CEO of Fairfield, Charles W. (Chuck) Davison, is proposed to become new chairman of the board of directors of Magseis upon completion of the transaction. Anthony Dowd, president and CEO of Fairfield Maxwell, has been proposed to become a member of Magseis’ nomination committee.
The transaction will not lead to any other direct changes in the management of Magseis.
The transaction does not include the data licensing or data processing business of Fairfield. The business will be ‘carved out’ of Fairfield’s organization and transferred into a newly incorporated company owned by Fairfield before completion of the transaction.
The combined organization will comprise approximately 430 full-time employees and be structured in three business areas: Eastern Hemisphere Operations (Headquarters in Oslo, Norway); Western Hemisphere Operations (Headquarters in Houston, USA); and Technology.
The transaction is expected to be completed by the end of the fourth quarter of 2018.