DOF’s fleet to grow to 65 following $1.1B purchase of Maersk Supply Service

Norwegian vessel owner DOF Group has entered into an agreement to acquire Maersk Supply Service (MSS), expanding its fleet with an additional 22 vessels.

Through the newly incorporated subsidiary DOF Offshore Holding Denmark, DOF will on certain terms and conditions acquire all the shares in Maersk Supply Service A/S from Maersk Supply Service Holding A/S (MSSH), a subsidiary of A.P. Møller Holding.

The acquisition will be paid partly in cash and partly in new shares to be issued by DOF, representing a consideration of approximately $1.112 billion, as of close on June 28.

MSSH shall at the completion of the transaction receive a combination of $577 million in cash – to be adjusted based on the locked-box accounts and subject to further adjustments at closing – and 58,883,073 new shares in DOF, leading MSSH to hold 25% of the share capital in DOF after issuance of the consideration shares.

Before the closing of the transaction, certain entities, vessels, assets and liabilities will be transferred out of the MSS structure and not be acquired by DOF. The offshore wind installation business has already been carved out of MSS, and the transaction does not include MSS’ operations in Brazil.

MSS will at the time of completion of the transaction own 22 vessels, with eight being high-specification construction support vessels (CSVs), 13 high-specification anchor handling tug supply (AHTS) vessels and one cable-layer.

“The announced transaction today marks a strategic milestone for the DOF Group, driven by a strong industry rationale and a shared vision with A.P.Moller Holding, who will indirectly become a major shareholder,” said Mons Aase, CEO of DOF.

“Under the DOF name and brand, we will create a leading offshore services provider and strengthen the global position of the combined company.”

After the acquisition, DOF Group will comprise a workforce of more than 5,400 employees with 78 modern offshore/subsea vessels, 65 of which are owned, and engineering capacity to service both the offshore and subsea market. The value-weighted fleet age will be reduced from 11.7 to 10.7 years.

The combined company is said to become one of the largest oil services companies listed on the Oslo Stock Exchange, with a combined market cap of approximately $2.3 billion, as of close on June 28.

“With the world’s largest fleet of CSVs and high-end AHTS vessels, we will enhance the customer experience through increased scale, global reach, and industry-leading services, combining the strong capabilities and decades of experience of DOF and Maersk Supply Service,” Aase said.

Subject to the closing of the transaction, MSSH shall have the right to nominate two additional members of the board of directors of DOF for a period of two years from closing, one of whom shall also be elected as the vice chairman and one as member of the board’s remuneration committee, as well as the chairman of the nomination committee of DOF.

Closing of the transaction is among other things subject to clearance by certain regulatory authorities, availability of financing, approval of a prospectus for listing of the consideration shares, various approvals by an extraordinary general meeting (EGM) of DOF, completion of the above-mentioned carve-out and certain other customary conditions.

DOF is expected to call for the EGM to be held ultimo this month. Subject to satisfaction of the conditions, the currently expected closing date of the transaction is during Q4 2024.