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Shearwater to acquire Schlumberger’s marine seismic acquisition business

GC Rieber Shipping’s joint venture with Rasmussengruppen, Shearwater GeoServices Holding has agreed to acquire the marine seismic acquisition assets and operations of WesternGeco, the geophysical services product line of Schlumberger in a cash and share deal worth about $600m.

Shearwater will lead the combined business after the completion of the deal, scheduled for the fourth quarter of 2018, becoming a top provider of marine geophysical services with about 600 employees and operating in all major offshore basins across the world.

Shearwater will own and operate a fleet of 14 fully equipped seismic vessels offering a full range of acquisition services including 3D, 4D and ocean bottom seismic (OBS). The company will also have a portfolio of proprietary streamer technology and processing software enabling effective execution of geophysical surveys and delivery of high-quality data.

Under the terms of the agreement, Shearwater will acquire 10 high-end seismic acquisition vessels, including seven 3D vessels and three multipurpose vessels (MPVs) configured to serve the growing OBS market, 12 complete streamer sets with spares, as well as two source vessels. The proposed transaction also includes WesternGeco proprietary marine seismic technology, as well as development and manufacturing facilities in Norway and Malaysia.

The deal will see Schlumberger receiving USD600m in cash plus a 15% post-closing equity interest in Shearwater. In addition, Schlumberger will also be entitled to payments under an earn-out agreement linked to future vessel usage over and above specific thresholds, as well as an option to utilize two vessels from Shearwater on potential multiclient work for the first two years after closing the transaction.

Meanwhile, to ensure a more robust financial platform, an additional $50m will be injected in Shearwater for working capital purposes. Shearwater parent GC Rieber Shipping said in a press release that the $650m will be funded by $325m in new equity and $325m in debt financing.

Rasmussengruppen has fully underwritten the Shearwater Issue and GC Rieber Shipping intends to subscribe for approximately $28m in the Shearwater Issue. On completion, GC Rieber Shipping`s ownership in the combined company will be approximately 20%. Rasmussengruppen and Schlumberger will hold approximately 65% and 15%, respectively.

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"This combination will make Shearwater a leading global and technology-driven full-service provider of marine geophysical services with a strong financial platform able to deliver exceptional customer solutions," said GC Rieber Shipping ceo Christian Berg. "We are very pleased with this transaction, which is in line with the strategic ambition we had when creating Shearwater in 2016 together with Rasmussengruppen. We are satisfied with yet again being instrumental in developing market leading companies, while capitalizing on our investment".

“We will combine two strong complementary businesses and create an industry-leading full-service geophysical company with a solid financial and strategic platform,” said Shearwater ceo Irene Waage Basili. “Our strategy has been to build a stronger company during the downturn, and we are very pleased to see the commitment made by our owners, which enables this transaction.”

WesternGeco president Maurice Nessim added: “With the divestiture of our marine seismic acquisition business, WesternGeco will be strategically positioned as one of the largest asset-light geophysical services providers in the oil and gas industry. Through access to the industry’s global marine fleet, including Shearwater’s vessels, we will continue to provide our customers with exploration and discovery services that leverage our leading global multiclient library, advanced seismic imaging and interpretation services, with the aim of helping to accelerate hydrocarbon discovery.”

SpareBank 1 Markets AS and SR-Bank Markets acted as financial advisors to GC Rieber Shipping, while Carnegie and DNB Markets advised Shearwater. On the other side, Pareto Securities acted as financial advisor for Schlumberger,

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