HAMILTON, BERMUDA--(Marketwire - Nov 5, 2012) -
· Proposed transformative transaction provides a strategic
platform to
create the first highly diversified and leading offshore services
provider in
Asia
· Enhanced business to comprise 16 wholly-owned operating
units and five
units currently under construction
· Further strengthens the long-standing partnership of
SapuraKencana and
Seadrill
SapuraKencana Petroleum Berhad ("SapuraKencana") (KLSE: SKPETRO) and
Seadrill
Limited ("Seadrill") (NYSE: SDRL) (OSE: SDRL) are pleased to announce that
they
have entered into a non-binding memorandum of understanding ("MOU") to
combine
and integrate both companies' tender rig businesses. The two companies
including
their predecessor companies have operated part of their tender rigs
businesses
together successfully in the joint venture Varia Perdana Sdn Bhd and
Tioman
Drilling Company Sdn Bhd since 1991. The new and restructured
tender rig
business will mark a new phase of cooperation between the two
companies. The
enlarged tender rig business under SapuraKencana will comprise, 16 tender
rigs
in operation (including the KM1 rig currently owned by SapuraKencana),
5 of
which are already 51%-owned and managed through its existing joint-venture
with
Seadrill in Varia Perdana Sdn Bhd and Tioman Drilling Company Sdn Bhd,
and an
additional 5 units currently under construction, 3 of which will be
acquired
through this transaction and are expected to be delivered in 2013
("Newbuilds").
In addition SapuraKencana will also be offered the right to be the
manager for
three further tender rigs which are not part of the transaction. These
rigs,
West Vencedor, T-15 and T-16, are today either owned or planned to be
owned by
Seadrill Partners LLC and are therefore not included in the transaction.
The operating rigs and the Newbuilds are all currently contracted
under long-term fixed price contracts with companies such as Chevron,
Shell, PTTEP, and
Petronas Carigali. The total order backlog amounts to USD 1.55 billion
as of
end of October 2012. The majority of the operating rigs are currently
deployed
in Southeast Asian waters. Of the 15 operating rigs, 9 are barges and
6 are
semi-tenders, which are capable of operating in water depths of up to
6,500
feet.
SapuraKencana will take over the rigs including the full tender rig
organization
for an enterprise value of USD 2.9 billion. The organization will
continue to
operate from the existing premises in Singapore. The total enterprise
value
includes USD 363 million in remaining capital expenditures linked
to the
newbuilds program and all the debt in the tender rig business including
existing
bank facilities that are expected to be approximately USD 800 million
as of
December 31(st) 2012. One of the main objectives of the transaction
is to
develop a strong leading player in the Far East market. Seadrill
will, to
support this position, receive a minimum of USD 350 million in new
shares of
SapuraKencana. This comes in addition to the 6.4% stake that Seadrill
presently
owns in SapuraKencana. Seadrill will further have the right to
nominate two
members to the SapuraKencana board of directors (including one
alternate).
Seadrill's chairman John Fredriksen is expected to be one of those
members. The
remaining consideration will be funded by SapuraKencana through a
mix of
external borrowings, a seller's note of up to USD 187 million,
internally
generated funds and equity.
The MOU further stipulates that the parties will seek to grow their
joint
venture activities in Brazil where they were awarded 3 PLSV
contracts by
Petrobras in 2011. The parties also agree to establish a joint venture
between
Seadrill's 40 % owned subsidiary Archer Limited and SapuraKencana. The
scope of
such venture will be to focus on developing and expanding Archer
Limited's
wireline services in the Far East Asian markets.
In order to complete the restructuring and consummate the transaction
Seadrill
will need acceptance from their tender rig organization as well as
from the
existing customers. The transaction is further subject to customary
due
diligence procedures, closing adjustments, regulatory approvals, and
agreement
between the parties on the terms of the sale and purchase agreement and
other
ancillary transaction documents.
The combination of SapuraKencana's and Seadrill's tender rig businesses
provides
a strategic platform for SapuraKencana's and Seadrill's shareholders to
enhance
their position as part of a highly diversified and leading offshore
services
provider globally with multiple growth opportunities and strong value
creation
potential. The transaction further fortifies SapuraKencana's business
profile as
it provides more exposure to a higher margin drilling segment,
expands
SapuraKencana's reach across the value chain, provides cross
selling
opportunities, and complements SapuraKencana's presence in key markets
globally.
Commenting on the transaction, Dato' Seri Shahril Shamsuddin,
President and
Group Chief Executive Officer of SapuraKencana said: "Seadrill has been a
great
strategic partner for SapuraKencana for many years and this proposed
transaction
underpins this commitment and significantly strengthens SapuraKencana's
business
profile and ability to deliver long-term value for our shareholders.
After a
period of transformation and consolidation, I am truly excited about
entering
the next phase of growth in partnership with Seadrill to together
create an
undisputed Asian offshore services champion with a strong Malaysian
identity.
The combination of Seadrill's deep operational expertise, world-class
customer
access and ongoing transfer of knowledge is expected to propel
SapuraKencana's
competitive position and enable it to take advantage of the positive
growth
dynamics within the industry."
John Fredriksen, Chairman, President and Director of Seadrill was quoted
to say
"Seadrill believes in the potential of SapuraKencana's expansion, as well
as its
capability to mesh its existing services with Seadrill's tender rig
business and
crystallize value. As such, we are very supportive of the integration
of our
tender rig business with that of our long term partner, SapuraKencana
and are
excited to continue the very profitable and successful venture we have had
with
Sapura since 1991. The possibility to further build our JV venture in
Brazil and
also get a solid partner for Archer Limited in Far East Asian markets
further
highlights the benefit of the transaction. The net proceeds received
from the
transaction will be redeployed as equity to aggressively grow our deep
water
fleet and also open up for significant new investment in the Jack Up
sector, a
sector which recently has shown strong signs of improvement."
Dato' Mokhzani Mahathir, Executive Vice-Chairman of SapuraKencana added:
"This
is a truly transformational transaction and we look forward to
reaping the
operational and strategic benefits from the integration. We are also
honoured to
be partnering with Seadrill through this initiative, and will welcome
John
Fredriksen to our board after the completion of this transaction. We
expect him
to add tremendous value to our company."
CIMB Investment Bank, Goldman Sachs and Maybank Investment Bank are
advisors to
SapuraKencana on the transaction.
About SapuraKencana
SapuraKencana Petroleum Berhad is one of the world's largest integrated
oil and
gas services and solutions provider based in Malaysia.
SapuraKencana's
business include providing end-to-end solutions and services to the
upstream
petroleum industry, and covers activities such as installation of
offshore
pipelines and structures, fabrication of offshore structures,
accommodation and
support vessels, drilling vessels, hook-up and commissioning,
topside
maintenance services, underwater services, offshore geotechnical and
geophysical
services, project management, diving services, offshore support
services,
infrastructure and specialized steel fabrication works. With a
workforce of
over 9,000 people, the Group's global presence can be seen in
over 20
countries. Learn more at www.sapurakencana.com.
About Seadrill
Seadrill is a leading offshore deepwater drilling company operating a
versatile
fleet that can operate in shallow to ultra-deepwater areas in harsh
environment
and benign environments. Seadrill's fleet includes semi-submersibles,
deepwater
drillships, jack-ups, semi-tender rigs, and tender rigs. Seadrill has
some
7,900 skilled and highly competent employees operating in 15 countries on
five
continents. Learn more at www.seadrill.com.
About Archer Limited
Archer Limited is a global oilfield service company and an affiliate of
Seadrill
that specializes in drilling services and well services
This announcement is dated 5 November 2012
This information is subject of the disclosure requirements pursuant to
section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Seadrill Limited via Thomson Reuters ONE
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