Saudi oil and gas driller ADES has made a NOK 3.9bn ($380m) offer to buy all issued and outstanding shares of Dubai-based Shelf Drilling.
The two parties signed an agreement for a recommended offer, under which ADES will acquire the Shelf through a cash merger. It will be financed through ADES’s available credit facility.
At completion, all of Shelf shares will be cancelled for a consideration in cash of NOK 14.00 per share ($1.36) to its shareholders according to a plan of merger. The share price is a 62% premium to the Shelf Drilling share closing price of NOK 8.64 ($0.84) on August 4. The transaction is expected to close in the fourth quarter of 2025.
Following completion of the transaction, Shelf Drilling will be wholly owned by ADES, and the company will be delisted from the Oslo Stock Exchange. ADES will also settle Shelf Drilling’s existing debt obligations.
The transaction is approved and recommended by the board of directors of Shelf Drilling, who believe that the proposed cash consideration represents fair value for its shareholders.
The merger is also supported with irrevocable commitments to vote in favour of the transaction at an extraordinary general meeting of the company, provided by shareholders Castle Harlan, Perestroika, the company’s CEO and CFO, and board members, together holding a 15% stake in the driller.
The merged company will have a fleet of 83 offshore jackups with a total combined backlog of $9.45bn as of June 30.
“The transaction is supported by Shelf Drilling’s $1.5bn firm backlog and $40-50m of anticipated operational cost synergies, enhancing our global reach, providing access to key regions with solid growth prospects, and offering continuous value to our shareholders,” said Mohamed Farouk, CEO of ADES.