Acquisition
Fisher (James) & Sons PLC
15 December 2002
15 December 2002
ACQUISITION OF SCAN TECH FOR £8.8 M
Also announcing, the acquisition of the business of Ocean Fleets Limited, an
update on the Nexus and the sale of the Fisher Cavalier.
Acquisition of Scan Tech
James Fisher and Sons plc today announces that it has agreed to purchase the
entire issued share capital of the Norwegian, Stavanger based, marine services
company, Scan Tech Holdings including two operating subsidiaries and associated
intellectual property rights for a consideration of NOK100m, GBP £8.8m. The
transaction is subject to various conditions before completion which is
scheduled for 6 January 2003. The principal vendor has provided warranties
relating inter alia to EBITDA and turnover for the year ending 31 December 2002.
Scan Tech complements James Fishers' existing Underwater Engineering Services
(UES) business in Aberdeen, extending the product range to supply rental
equipment and engineering support to oil companies and their contractors in the
Norwegian and UK sectors of the North Sea. Particularly, Scan Tech specialises
in containerised steam units, compressors, air dryers and winches. The Company
is a clear market leader in Norway and has a wide spread of oil companies, rig
owners and drilling operators as customers. Scan Tech's operation is very
similar to that of James Fisher UES in Aberdeen and the joint businesses will
have synergies both in terms its products, development and clients.
The purchase consideration will be paid in cash upon completion. Scan Tech had
net assets NOK14,7m, £1.29m, and net profit before Tax of NOK 10.7m, £0.94m, as
of 31st December 2001. This profit is after charging NOK 2.5m, £0.22m, for the
use of intellectual property rights which are being assumed by James Fisher
giving an aggregate net profit before tax of NOK 13.2m, £1.16m, for the total
business acquired.
Scan Tech is based in Stavanger and Bergen. The present owner, managing
director and founder, Mr Bjorn Erik Bjornsen, will become the managing director
of the combined businesses of UES and Scan Tech in Aberdeen and Stavanger. He
will also become a key member of James Fisher's management team.
Tim Harris, Chairman of James Fisher said:
'This acquisition adds further strength to James Fishers' core expertise as a
marine service provider and will significantly expand our business in Aberdeen.
Scan Tech has been highly successful in its Norwegian operation and we believe
that the combination with our Aberdeen operation will grow substantially our
Marine Services Division and the profits it generates.'
Bjorn Erik Bjornsen owner and founder of Scan-Tech said:
'To be acquired by a company with a similar business, strategy and a
significant customer overlap has many advantages for Scan Tech and its
employees. Our niche operation is complementary to the Aberdeen business of our
new parent company. I am looking forward to a challenging and active future as
the MD of the joint operation.'
Acquisition of the business of Ocean Fleets Limited
In addition James Fisher has acquired from the administrator, by way of business
transfer, the business of Ocean Fleets Limited, trademarks, some assets, certain
Ministry of Defence (MOD) and other contracts. 12 employees have transferred
with the business. In a separate agreement, it has acquired some key operating
assets from a leasing company being a creditor of Ocean Fleets.
Ocean Fleets undertakes enabling contracts for the MOD and Defence contractors
and quality assurance for oil majors. It also operates a leased workshop inside
the security perimeter of the Royal Navy dockyard in Plymouth.
The £50,000 purchase consideration for the business and £24,000 for the
operating assets were paid in cash. Ocean Fleets will be merged into James
Fisher Rumic Limited which already works closely with the Ministry of Defence.
Roger Chapman, Managing Director of James Fisher Rumic said:
'This acquisition was achieved at a nominal price and adds an important group of
skilled people to our team, as well as some interesting contracts with the MOD
and oil majors. It also underlines our commitment to progressing our business
with the MOD and the Defence contractors. We are well placed to expand this
business and it is contributing positively from day one to James Fisher Rumic.'
Progress on cs Nexus and dsv Fisher Cavalier
At the half year two operational challenges were reported:- establishing
alternative employment for cs Nexus and the sale of dsv Fisher Cavalier.
cs Nexus
As was stated at the half year Nexus completes her 9 year charter with Global
Marine Systems Limited in December 2002. In view of the present poor state of
the cable laying market, designs for several alternative uses of the vessel,
including flexible pipe lay, accommodation and sub-sea support ship, have been
prepared. Although discussions are currently underway with a number of
interested parties it is unlikely that any of these will be concluded by the
year end. The costs of her lay up until such future employment is agreed are c.
£100,000 per month - of which £30,000 represents cash costs and £70,000
depreciation.
dsv Fisher Cavalier
Contracts have been exchanged for the sale of the dive support vessel Fisher
Cavalier (to be completed by the year end), which is owned by James Fisher's 51%
joint venture with Cammell Laird Group plc. This sale includes the resolution of
all remaining contractual problems relating to the vessel. James Fisher's share
of the losses for 2002 will be of the order of £1m, with a further write-off of
approximately £350,000 on the sale. No further losses either of a capital or
revenue nature are anticipated in 2003.
Commenting, Angus Buchanan, CEO said:
'Of the two operational challenges we identified at the half year we are
actively progressing employment for the Nexus in a converted configuration and
we have resolved the Fisher Cavalier issue in a difficult sale and purchase
market. Her sale has an immediately beneficial effect on our profit and loss
account'.
James Fisher, is a long established provider of specialist marine services
including ship operating and management. Its strategy is to expand organically
and by acquisitions with a focus on the Marine Support Services division, based
on its engineering solutions, skills and expertise in the marine, subsea and oil
field services industries.
EC Hambro Rabben & Partners has acted as financial advisor to James Fisher.
For further information contact:
James Fisher Tim Harris Chairman Sunday 01692 580220
Monday 0207 338 5808
Scan Tech Bjorn Erik Bjornsen Managing Director Sunday 00 47 90 73 41 50
Monday 00 47 51 54 49 00
James Fisher Rumic Roger Chapman Managing Director Sunday 07850 953654 Monday
01229 469001
EC Hambro Rabben& Eivind Rabben Director 0207 355 4100
Partners Ltd
Binns & Co PR Ltd Keeley Clarke/Judith Sunday 07967 816525
Parry Monday 0113 242 1171
Paul McManus Sunday 07980 541893
Monday 020 7786 9600
This information is provided by RNS
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