Following the memorandum of understanding to acquire Tristein AS, signed in February, and a financial, legal and operational due diligence, Aqualis ASA (Aqualis) and Tristein AS (Tristein) signed the definite share purchase agreement between Aqualis and the eight selling shareholders of Tristein yesterday.
The purchase price for 100 percent of the shares in Tristein is NOK 23 million in cash plus a consideration of 9.5 million new shares in Aqualis valued at a fixed price of NOK 2.50 per share. The 9.5 million consideration shares in Aqualis are subject to a lock-up period of a minimum of three years from the date of closing of the transaction. The cash portion of the purchase price will be paid by cash at hand.
Furthermore, the sellers who are employees in Tristein will be given the right to acquire in total 2 million shares in Aqualis at a strike price of NOK 3.00 per share. Such options can be exercised 3 years after the completion date, at the earliest, and is subject to that the relevant employee has not terminated its employment in the company.
David Wells, CEO of Aqualis Offshore said: “The combination of Aqualis Offshore and Tristein is a good match in the oil and gas sector. Additionally, Tristein possesses valuable expertise within the renewables and offshore wind segment. Combining the competence of Tristein and Aqualis Offshore will allow us to provide an even better service offering to our customers.”
The transaction is expected to be closed at 28 April 2014, subject only to standard closing conditions.