ABL Group ASA: Acquisition of AGR completed

ABL Group ASA (“ABL Group”) has successfully completed the acquisition of 100 percent of the shares in multi-disciplinary engineering consultancy and software company AGR AS (“AGR”) from a subsidiary of Akastor ASA (“Akastor”). The acquisition bolsters ABL Group’s offering within well and reservoir consultancy, enhances the group’s position supporting operators’ digitalisation and decarbonisation plans, and expands its opex-driven offshore energy exposure.

ABL Group has today completed the acquisition of 100 percent of the shares in AGR AS as further described in the stock exchange notice dated 20 March 2023. The transaction values AGR at NOK 262.5 million (equivalent to USD 25.1 million at current FX rates) on a cash and debt free basis.

The equity purchase price of NOK 277.8 million (USD 26.5 million), which includes a NOK 15.3 million (USD 1.5 million) adjustment for net cash and normalised net working capital in AGR, is based on a “locked box” balance sheet as of 31 December 2022, and further adjusted for leakage inter alia from carve-out transactions and excess cash distribution. It has been settled as follows:

• NOK 272.5 million to be settled through issuance of 18,166,667 ordinary ABL Group shares (the “Consideration Shares”) at a subscription price of NOK 15 per ABL Group share, representing 14.8% of outstanding shares post-issue; and
• NOK 5.3 million (the “Cash Consideration”), settled in cash on completion.

After completion of the transaction, each of Akastor, DNB and Nordea will own approximately 1/3 of the Consideration Shares. All Consideration Shares are subject to a 12-month lock-up period. The Consideration Shares will be issued on a separate ISIN until publication of a listing prospectus, expected in late May or early June 2023.

About AGR

AGR is a leading multidisciplinary engineering consultancy and software company. The company is the result of a merger in 2019 between AGR and First Geo (formerly Aker Geo).

Today, AGR delivers its services through five business lines: consultancy, which delivers energy consultancy services and personnel in Norway, UK and Australia; well management, with strong footprint in the Asia Pacific region; wellsite and operations geology, which operates primarily in Norway; reservoir management and asset evaluation, operating in Norway; and software products to support the offshore energy industries globally.

The company is headquartered in Oslo, Norway, with additional offices in Stavanger, Bergen and Tromsø in Norway; Perth, Western Australia; and Aberdeen, UK. AGR consists of 377 personnel, of which 196 are AGR employees, and 181 are associates/independent consultants.

In 2022, AGR delivered revenue of NOK 790 million (equivalent to USD 82.1 million at 2022 average FX rate) and an adjusted EBIT of NOK 46 million (USD 4.7 million). The company has a highly scalable business model with low fixed-cost base, which allows it to rapidly adapt to both client and market demands.