On July 2, 2024, DOF Group ASA ("DOF" and its subsidiaries, "DOF Group") announced an agreement to acquire Maersk Supply Service A/S ("MSS") to bolster its standing as a leading integrated offshore services provider.

Through its newly formed subsidiary, DOF Offshore Holding Denmark ApS, DOF will acquire all shares in Maersk Supply Service A/S from Maersk Supply Service Holding A/S ("MSSH"), a subsidiary of A.P. Møller Holding A/S ("A.P. Moller Holding"), under specific terms and conditions. The purchase will be funded partially in cash and partially through new shares issued by DOF, amounting to approximately USD 1.112 billion (as of the close on 28.06.2024). After the issuance of these shares, MSSH will own 25% of DOF's share capital. At the transaction's completion, MSS will possess 22 high-quality subsea and AHTS vessels, following a carve-out of certain entities, vessels, assets, and liabilities.

The merged entity, which will operate under the DOF Group name and brand, is set to become a premier offshore service provider, offering a broad array of services across all continents in the offshore energy sectors. DOF and MSS' current operations synergize strategically and geographically, supporting shared goals for future growth. By harnessing the robust capabilities and expertise of both global organizations, the combined company will solidify its status as a leading integrated offshore services provider. It will also rank among the largest oil services companies listed on the Oslo Stock Exchange.

The transaction significantly bolsters DOF Group’s integrated service offerings and market position in both the robust oil & gas sector and the expanding offshore wind market. It enables immediate fleet expansion without the lengthy lead times for newbuilds, reducing per vessel investment costs. The acquisition adds a modern, high-quality fleet of 22 vessels, including eight high-specification CSV vessels, 13 high-specification AHTS vessels, and one cable layer vessel, bringing DOF Group’s total fleet to 65 owned vessels. This expansion strengthens DOF Group’s competitive position and reduces the fleet’s average age from 11.7 years to 10.7 years. The complementary operations and geographic fit of the two companies enhance scale and presence, while the MSS fleet’s potential for earnings growth through renewing legacy contracts and adding subsea services is substantial. The assets are priced attractively, totaling a gross asset value of USD 1,319 million. This transaction also strengthens the existing shareholder base with A.P. Moller Holding, a globally recognized industrial investor in maritime and energy. Financially, the deal lowers leverage and increases DOF's future dividend capacity, creating one of the largest oil services companies listed on the Oslo Stock Exchange with a combined market cap of approximately USD 2.3 billion as of June 28, 2024.

After acquiring MSS, the DOF Group will employ more than 5,400 personnel and operate a fleet of 78 modern offshore/subsea vessels, of which 65 are owned. The group will also have the engineering capacity to serve both the offshore and subsea markets.

Transaction Structure, Governance, Conditions, and Completion Timetable

Before the transaction closes, certain entities, vessels, assets, and liabilities will be excluded from the MSS structure and not acquired by DOF. The offshore wind installation sector has been separated from Maersk Supply Service, and the deal excludes MSS's activities in Brazil.

The acquisition has the backing of the Board of Directors of MSSH, MSS, and DOF, along with shareholders in DOF who represent more than 50% of the outstanding shares.

In exchange for the shares in MSS and subject to the completion of the transaction, A.P. Moller Holding’s subsidiary MSSH will receive a combination of USD 577 million in cash (adjusted based on locked-box accounts and subject to further adjustments at closing) and 58,883,073 new shares in DOF. As a result, MSSH will hold 25% of DOF's share capital after the issuance of these consideration shares.

DOF plans to finance the cash portion of the purchase price using a combination of:

•  A new USD 500 million debt facility provided by DNB, Danske Bank, Danmarks Skibskredit, and Deutsche Bank, and

• An equity raise of new DOF shares equivalent to up to USD 125 million in NOK (the "Equity Raise"), with MSSH committed to subscribing for and being allocated 25% of the new shares, which will be set off against the cash consideration they are to receive, subject to the transaction's completion.