Oceanteam shifts focus to renewables

In: Corporate
31/03/2021
Oceanteam ASA (OTS) has announced the potential combination with PASSER Group AS as the company shifts its focus on the renewable and energy transition market.  

PASSER is a provider of turnkey cable handling solutions used in the production, transportation, laying and storage of large offshore cables and also has a growing business within cryogenic insulation solutions for shipping.

OTS is comprised of two operating segments, Oceanteam Shipping and Oceanteam Solutions. Oceanteam Shipping owns, charters and manages deep-water offshore support vessels. Oceanteam Solutions' focus is to provide complete offshore solutions.  

In addition, the Company has entered into a term sheet (the Term Sheet) with Corinvest B.V., Stichting Value Partners Family Office (together the OTS Majority Shareholders), Farvatn Private Equity AS (Farvatn), and Melesio Invest AS (Melesio) (and together with OTS, the OTS Majority Shareholders, Farvatn and Melesio, the Parties) regarding the Parties' intention to pursue a combination of PASSER Group AS (PASSER) and OTS, whereby all the shares in PASSER are transferred to OTS against consideration shares in OTS.  

Farvatn currently owns 85.43% of the shares in PASSER. The remaining shares in PASSER are owned by board members, employees of PASSER and employees of Farvatn.

The Parties intend to enter into a transaction agreement containing customary terms and conditions for a transaction of this nature in the Norwegian market. The entry into of the Transaction Agreement is subject to completion of a confirmatory due diligence with an outcome satisfactory to the Parties, and agreement on the terms and conditions of the Transaction Agreement and relevant ancillary documentation.

The intention of the Parties is to reach a final agreement for the Transaction during the second quarter of 2021 and complete the Transaction and the Private Placement no later than during the third quarter of 2021.It is emphasised that the Term Sheet only expresses the Parties' mutual ambition, is subject to final agreements, and do not impose any legal obligation on the Parties to complete the Transaction.

The combination of Oceanteam and PASSER is expected to a provider of mission-critical solutions for handling of large offshore cables. The combined company will have an offering covering all phases of the offshore cable lifecycle.

The Company is being advised by ABG Sundal Collier ASA (financial) and Advokatfirmaet Thommessen AS (legal) in this transaction.

OTS also announced that Oceanteam Bourbon 4 AS, a joint venture owned 50/50 by OTS and Bourbon Offshore Norway AS, has entered into a Memorandum of Agreement (Norwegian Sales Form) regarding the sale of the vessel CSV Southern Ocean. The sale is made subject to customary conditions and is expected to be completed in April 2021. After debt service, the sale of the vessel will generate a positive cashflow for the joint venture Oceanteam Bourbon 4 AS.


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