Badger Explorer entered into a letter of intent (LOI) with the shareholders of Dwellop to acquire 100% of the outstanding shares of Dwellop for approximately US$22.4 million (NOK 190 million).
In addition, certain shareholders of Badger, representing approximately 28% of the outstanding shares, have asked the board of directors of Badger to call for an extraordinary general meeting to consider a proposal for certain corporate changes as a result of the recent private placement, including electing new board members to reflect the new ownership structure in Badger.
Pursuant to the LOI, Badger will purchase 100% of the outstanding shares in Dwellop for an agreed purchase price of $22.4 million (NOK 190 million), whereof $7.1 million (NOK 60 million) will be settled in cash at closing and $15.3 million (NOK 130 million) will be settled by issuance of new shares in Badger at an agreed subscription price of $0.08 (NOK 0.65) per share.
The chairman of Badger says: “We are thrilled to work with Dwellop's management team to grow the company both organically and pursue other acquisition opportunities within the well intervention market. In a continued challenging market for oil and gas companies, we believe that products and technologies which facilitate enhanced oil recovery at low costs will continue to be in strong demand going forward. In addition to the acquisition of Dwellop, we are also pursuing other potential acquisition opportunities, in order to continue the growth and development of Badger into a larger and diversified entity, in line with our communicated strategy.”
Dwellop is an independent systems and technology provider delivering topside handling equipment for well intervention and plugging and abandonment (P&A) operations. A large part of the business is focused on the design and manufacturing of high quality mechanical and structural wireline, coil tubing and pipe handling equipment for the global well intervention market. Dwellop's business model covers both sale and rental of equipment and systems to E&P companies, service providers and vessel/rig owners, and the company has a broad product portfolio for safe and cost efficient well intervention operations.
During the last three years, Dwellop has been successful in establishing the company as a pioneer within modular workover rigs and surface handling equipment to the well intervention market.