Bergen Group Merges with Endúr Fabricom

A merger agreement between Bergen Group ASA and oil service company Endúr Fabricom will create an industrial group based in western Norway with close to 400 employees and an order book exceeding NOK 1 billion. The combined company will have considerable presence in both the oil and gas markets, in maritime service and towards the aquaculture industry.

Hans Petter Eikeland, Chairman of the Board at Bergen Group ASA, states that the merger agreement has full support from the company's main shareholders, representing more than 62 percent of the shares in the company, as well as the owners of Endúr Fabricom. Eikeland, who will be nominated as the Chairman of Bergen Group ASA, post transaction, said that Bergen Group will still be listed on Oslo Stock Exchange.

The merger is scheduled for completion by the end of Q4 2018.

“Both Bergen Group and Endúr Fabricom have been through extensive restructuring processes to adapt to a changing market. Now we have two companies eager to grow and with a proven record carrying out demanding restructuring in parallel with strengthening of the companies’ core competencies. The merger between these two companies will be a catalyst both for the speed and profitability of a further growth process,” says Chairman Hans Petter Eikeland.

February this year, Handeland Industrier AS and Artemes Group AS acquired Endúr Fabricom. During the past six months, Endúr Fabricom has built an order book that includes framework agreements with AkerBP, ENI Norway and Wintershall, and signed up individual projects with all leading operators on the Norwegian continental shelf. The main shareholder in the Stavanger-based oil service company is Handeland Industrier AS, a company based in Sunnhordland between Bergen and Stavanger and with Rune Skarveland as the key owner. Skarveland has extensive experience in property development and industrial business development, and has previously held a board position and a larger shareholding in Bergen Group ASA.

Ove Røssland, Chairman of the Board at Endúr Fabricom, considers the merger to be important in relation to the growth phase in which the company is involved; both geographically and in terms of turnover: “The merger between Endúr Fabricom and Bergen Group provides the resulting company with broader ownership and increased industrial competence. At the same time, we create an industrial group with greater robustness through presence in several market segments and over a larger geographical area.”

Eikeland and Røssland also pointed out that both companies has represented a strong industrial history on their own, which is now being continued and strengthened with experienced employees with broad knowledge and expertise. A total order book of NOK 1.05 billion as of 30 June 2018 provides a solid basis for increased operational activity.

"We are convinced that this merger opens up exciting synergies that will increase our attractiveness and competitiveness in those markets where we already have positions. In addition, we see opportunities for synergies both within today's operational activity and in terms of cost side," the two chairmen stated.

The merger is planned to be completed between Endúr Holding AS (100 percent owner of Endúr Fabricom AS) and Bergen Group Management AS, which is 100 percent owned by Bergen Group ASA. In connection with the merger, a share capital increase in Bergen Group ASA will be called for in an Extraordinary General Meeting. The shareholders in Endúr Holding AS will receive shares in Bergen Group ASA as a merger consideration. After completion of the transaction, shareholders in Endúr Holding AS will own 51 percentof all shares in Bergen Group ASA.

The merger does not trigger any mandatory offer to existing shareholders in Bergen Group ASA. The merger is subject to relevant decisions at extraordinary general meetings of the respective companies, as well as no material findings in the ongoing due diligence. The merger also requires an independent expert fairness statement of the transaction, including an evaluation of the fair market value of the exchange terms which the merger are based on.