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Potential Transaction by a Subsidiary of Qatar
Navigation QSC
June 19, 2016
Milaha Capital WLL ("Milaha Capital")
is a wholly owned subsidiary (directly) of Qatar Navigation QSC
("Milaha") and is validly existing under the laws of
Qatar with registered address P.O. Box 153, Doha, State of
Qatar.
Milaha Capital is the investments arm of
Milaha, and consists of both financial and real estate
investments. The segment was created to allow specific focus on
investment activities outside Milaha’s core maritime-based
businesses.
Details of the Transaction
The primary objective ofthe proposed
transaction ("Transaction") is the acquisition by Milaha
Capital of the entire issued share capital of Al Shaheen Energy
Services Limited, a company existing under the laws of England
and Wales with company number 03424318 and registered address
Connect House 133-137 Alexandra Road,Wimbledon, London, SW19
7JY, England ("Target") from Al Shaheen Holding, a
company existing under the laws of Qatar with commercial
registration number 33443 ("Seller"). The Seller is a
holding company wholly owned by Qatar Petroleum. The Target is a holding company
which owns 50% of the issued share capital in each of
PII Group Limited (directly) and PII North America LLC
(indirectly) (together, the"PII Group"). The remaining
shares in the PII Group are held by various General Electric
Company ("GE") subsidiaries. The PII Group is an industry
leader in pipeline inspection and integrity services and
operates globally. The joint venture between GE and Qatar
Petroleum has been in existence since 2010.
A final agreement for the Transaction has
yet to be agreed between the parties but the purchase price is
expected to be approximately US$110m - US$ 180m, subject to
certain assumptions and completion of confirmatory due
diligence, and will be funded by Milaha from existing cash
reserves. The Transaction is expected to complete in Q4 2016. It
is expected that the Transaction will have a positive impact on
the financial position of Milaha and its shareholders. Milaha
has not identified any material risks with regards to completion
of the Transaction after undertaking preliminary legal,
financial and technical due diligence exercises on the Target
and the PII Group. Further confirmatory due diligence will be
undertaken only once the Seller accepts Milaha''''s offer.
Milaha intends to submit an offer to the
Seller on or before 17 June 2016. Further key information in
relation to the Target and the PII Group (e.g., details relating
to the management and management members) will be provided once
the Seller accepts Milaha''s offer. If the Transaction
completes, Milaha will legally and beneficially own 100% of the
Target and 50% of the PII Group. GE will continue to own the
remaining 50% of the PII Group through its wholly-owned
subsidiaries.
Milaha has set up its business units to function independently in
their dedicated lines of business. Accordingly, as far as Milaha
is aware, there are no business relationships that could give
rise to any conflicts of interest relevant to the Transaction.
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