Mermaid Offshore Enters Share Purchase Agreement with Seascape Pacific (Thailand)

Mermaid Maritime Public Company Limited confirmed that its wholly owned subsidiary, Mermaid Offshore Services Ltd., has entered into a share purchase agreement with Seascape Pacific Ltd., pursuant to which MOS will purchase and Seascape Pacific will sell 20 ordinary shares in Seascape Surveys Pte. Ltd. representing 20% (twenty percent) of the issued and paid up capital of SSPL, and 680,000 ordinary shares in Seascape Surveys (Thailand) Ltd. representing 20% (twenty percent) of the issued and paid up capital of SSTL.

Following completion of the SSPL Acquisition and the SSTL Acquisition, SSPL and SSTL have each become a wholly owned subsidiary of MOS.

SSPL owns 95% of the total issued and paid up capital of P.T. Seascape Surveys Indonesia (“PTSS”).

SSPL, SSTL, and PTSS provide hydrographic survey and positioning services, primarily to the offshore oil and gas industry in the South East Asia and Australasia region. This range of services includes survey and positioning services in support of exploration, inspection, construction, and production activities.

Consideration

The consideration to be paid by MOS to Seascape Pacific for the Share Acquisitions is as follows:

– 1st Payment: USD 1,806,000 shall be transferred to Seascape Pacific within fifteen (15) days after the completion of the Share Acquisitions.

– 2nd Payment: An amount based upon a formula of 25% (twenty five percent) of earnings before interest expense, income tax, depreciation and amortization (“EBITDA”) for the Seascape Surveys Group for the fiscal year 2013 (1 October 2013-30 September 2013) payable within 30 (thirty) days after release of the audited financial results of the Seascape Surveys Group for the financial year ending 2013. This performance based formula is designed to encourage the growth of the Seascape Surveys Group by its retained management team.

– Final Payment: An amount based upon a formula of 25% (twenty five percent) of EBITDA of the Seascape Surveys Group for the fiscal year 2014 (1 October 2014 – 30 September 2014) payable within 30 (thirty) days after release of the audited financial results of the Seascape Surveys Group for the financial year ending 2014. This performance based formula is designed to encourage the growth of the Seascape Surveys Group by its retained management team.

Initial Guaranteed Minimum Consideration: It has been further agreed by the parties that the initial guaranteed minimum consideration shall not be below USD 2,500,000.

The consideration was arrived at on an arm’s length’s willing buyer willing seller basis taking into account various factors such as the existing assets, intellectual property rights, financial status, the business opportunity, and the expansion of the Seascape Surveys Group into new geographic areas. The net profits of the Seascape Surveys Group for the previous fiscal years also played a material part in Mermaid’s analysis.

The consideration shall be satisfied in cash.

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Subsea World News Staff , July 23, 2012; Image: Mermaid Maritime