Hamilton, Bermuda, February 21, 2018
Borr Drilling Limited (“Borr” or the “Company”) today announced a binding tender agreement to offer to purchase all outstanding shares in Paragon Offshore Limited (“Paragon”). Total acquisition price for all outstanding shares is estimated at USD232.5 million. Borr is pleased to announce it has received commitments from holders of 67.9% of Paragon’s shares for its tender offer which will be made to all shareholders in Paragon. Paragon has approximately USD180 million of cash and approximately USD215 million of liabilities linked to debt and working capital. Paragon had as of January 31, 2018 a revenue backlog of USD204 million. The takeover will include certain costs relating to change of control and termination of personnel contracts.
The acquisition will be financed through cash on balance sheet and issuance of equity and/or debt instruments. Borr currently has authorisation to issue 46.7 million shares within its current mandate. The Board of the Borr has approved the transaction and major shareholders have expressed support for the deal. The acquisition is expected to close in March 2018, and is subject to customary closing conditions.
Paragon is an international driller with a fleet of 32 drilling units as per January 2018. This fleet includes two modern units of the leading JU-2000E design, the Prospector 1 and Prospector 5 built in 2013 and 2014 currently located in the North Sea. These rigs in particular will complement Borr’s fleet and further consolidate its leading position in the premium jack-up segment. Additionally, it provides a solid base for growth in the recovering North Sea rig market. The portfolio also includes a semisubmersible MSS1 scheduled to go on a long-term contract for TAQA in the North Sea starting in March. The Prospector 1 and five of Paragon’s older jack-ups are currently working in the North Sea, India and Middle-East, with four additional jack-ups under contract or committed, including Prospector 5. In addition, there are 21 older uncontracted jack-ups stacked in different locations. Paragon has a strong operational track record, including average uptime over the last three years of 99.15%.
“We are acquiring an experienced organisation, solid management systems, and quality assets at attractive prices. By integrating a very capable operating platform, Borr will be qualified based on the historical track record to tender, win contracts and operate in most jurisdictions”, commented CEO Simon Johnson.
“As almost 50% of the global rig fleet is more than 30 years old, responsible owners should take steps to rationalise their fleets and consolidate the fragmented market. Borr wants to be at the forefront of this initiative. Borr will, as communicated, focus on operating modern, high-spec assets. In view of this strategy the board will evaluate the future of the uncontracted older jack-ups which are part of the Paragon fleet. Based on the anticipated high reactivation cost, safety standards and drilling efficiency it is likely that most of these units will not be marketed for new drilling contracts,” Chairman Tor Olav Troim followed up in a comment.
Borr will, following completion of the transaction, own 24 premium jack-ups built after 2000, and become the world’s largest premium jack-up rig operator.
The consummation of this deal marks a major step forward for Borr. With the increased activity we are currently witnessing, the assets and operation acquired through this transaction are likely to create significant shareholder value.
The tender offer referred to in this press release has not commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Paragon. The solicitation and the tender offer to buy Paragon’s shares will be made only pursuant to an Offer to Purchase and related materials, containing detailed information regarding the terms of the tender offer, disseminated to Paragon’s shareholders on the date of commencement of the tender offer.
The Offer to Purchase and related materials will contain important information regarding, among other things, the terms and conditions of the tender offer, that should be read carefully before any decision is made with respect to the tender offer.
The Offer to Purchase and related materials will be available to all Paragon shareholders at no extra charge to them. The Offer to Purchase will also contain contact information for the tender and information agents from whom more information regarding the tender offer may be obtained.
Forward looking statements
This announcement includes forward looking statements. Forward looking statements are, typically, statements that do not reflect historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Borr Drilling Limited believes that these assumptions are reasonable, they are, by their nature, uncertain and subject to significant known and unknown risks, contingencies and other factors which are difficult or impossible to predict and which are beyond our control. Such risks, uncertainties, contingencies and other factors could cause actual events to differ materially from the expectations expressed or implied by the forward looking statements included herein.
The information, opinions and forward looking statements contained in this announcement speak only as of the date hereof and are subject to change without notice.”
About Borr Drilling
Borr Drilling Limited is an international drilling contractor incorporated in Bermuda in 2016 and listed on the Oslo Stock Exchange from August 30, 2017. The Company owns and operates jack-up drilling rigs of modern and high specification designs and provides services focused on the shallow water segment to the offshore oil and gas industry worldwide. The Company’s fleet, as of February 21, 2017, comprises 15 jack-up drilling rigs and 11 units under construction with deliveries scheduled from 2018 to 2020.
Please visit our website at: www.borrdrilling.com
February 21, 2018
The Board of Directors
Borr Drilling Limited
Questions should be directed to:
Simon Johnson: Chief Executive Officer, Borr Drilling Management DMCC
+ 971 4 448 7501
Rune Magnus Lundetrae: Chief Financial Officer, Borr Drilling Management AS
+47 23 48 30 00
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.