SED Energy and Ventura to Merge, with Equity Value of Approximately US$1 Billion

en.Wedoany.com Reported - On September 11, SED Energy Holdings Plc and deepwater drilling contractor Ventura Offshore Holding Ltd. signed a letter of intent for a business combination, intending to complete the integration through an all-stock transaction. Under the proposed structure, SED Energy Holdings will acquire all issued shares of Ventura Offshore. Based on the September 10 closing price of SED Energy Holdings and the maximum proposed number of shares to be issued, the pro forma equity value of the combined company is approximately US$1 billion, and the two parties' existing contracted revenue backlog totals approximately US$1.3 billion.

According to the letter of intent, Ventura Offshore shareholders are expected to receive up to approximately 605 million newly issued ordinary shares of SED Energy Holdings, at an exchange ratio of 5.50 SED Energy Holdings shares for each 1 Ventura Offshore share. On a fully diluted basis, following completion of the transaction, existing shareholders of SED Energy Holdings are expected to hold approximately 55% of the combined company, and existing shareholders of Ventura Offshore approximately 45%. The final number of shares to be issued will be adjusted based on the capital expenditure of certain drilling rigs and the commencement of new contracts.

Ventura Offshore currently owns the drillship DS Carolina and the two semi-submersible drilling rigs SSV Victoria and SSV Catarina, and is also responsible for the operational management of the two drillships Atlantic Zonda and Deep Value Driller. The relevant drilling equipment is mainly used for offshore oil and gas operations in Brazil and Indonesia.

SED Energy Holdings' subsidiary Energy Drilling currently operates 6 tender-assisted drilling rigs, and SeaBird Exploration operates the two geophysical survey vessels Eagle Explorer and Fulmar Explorer. Following completion of the transaction, Ventura Offshore will operate as an independent deepwater drilling business segment under the group, forming, together with Energy Drilling and SeaBird Exploration, a portfolio of offshore drilling and geophysical survey assets.

In the next stage, the two parties will continue to advance due diligence and sign a definitive merger agreement. Under the current transaction plan, the merger requires approval from Ventura Offshore shareholders and the Bermuda court, and SED Energy Holdings also needs to obtain shareholder approval for matters such as the issuance of new shares.