Clavis Pharma has signed letter of intent to acquire Aqualis Offshore Ltd and proposes fully underwritten NOK 54 million rights issue.
Clavis Pharma announces that following an evaluation of various strategic options after the negative outcome of the CLAVELA Phase III trial, Clavis Pharma (“Clavis” or the “Company”) has decided to enter the specialist marine and engineering consultancy market through a proposed acquisition of Aqualis Offshore Ltd (“Aqualis Offshore”). The proposed acquisition represents a change in strategic direction for Clavis to include a new business area of specialist marine and engineering consultancy services to the offshore oil and gas industry. The existing pharmaceutical activities of Clavis will remain as a separate business area within the Company.
Clavis has signed a letter of intent (“LOI”) to acquire Aqualis Offshore for a consideration of NOK 70 million on an equity basis with settlement in Clavis shares valued at NOK 1.60 per share. As of 30 June 2013, Aqualis Offshore had a net debt position of USD 1.35 million. The consideration shares to be issued to the shareholders of Aqualis Offshore in connection with the proposed acquisition will be subject to an extensive lock-up period.
The proposed acquisition is subject to satisfactory due diligence and the signing of a definite share purchase agreement, as well as shareholder approval at an Extraordinary General Meeting in Clavis expected to be held in early October 2013 (the “EGM”).
In order to secure growth capital for the new business area, while facilitating equal treatment of all shareholders, the Board proposes to carry out a new share issue of NOK 54 million with preemptive rights for shareholders of Clavis (the “Rights Issue”). The subscription price in the new share issue, to be fully underwritten by large existing shareholders of Clavis and shareholders of Aqualis Offshore, has been set at NOK 1.60 per share. Transferable subscription rights will be issued and listed on the Oslo Stock Exchange. Clavis shareholders will receive one subscription right per share held in Clavis on the day of the EGM.
In addition, and in connection with the Rights Issue, the Board plans to propose an offering of shares directed towards the employees of both Clavis and Aqualis Offshore at the same issue price as in the Rights Issue (the “Employee Offering”) in order to facilitate further employee ownership in the Company.
A separate notice convening for the Extraordinary General Meeting to be held in connection with the proposed transactions will be sent out in due course.
Carnegie AS acts as sole manager and advisor to Clavis in connection with the contemplated acquisition and share issue.