GE today announced its intention to make an offer for 100% of Wellstream Holdings PLC (LSE: WSM), a leading engineer and manufacturer of high-quality flexible pipeline products for oil and gas transportation in the subsea production industry. The terms of the transaction, which value Wellstream’s share capital at £0.8 billion ($1.3 billion), offer Wellstream shareholders 780 pence in cash per Wellstream share and a special dividend of 6 pence in cash per Wellstream share. The transaction, which the board of Wellstream intends to unanimously recommend to Wellstream’s shareholders, is expected to complete in the first quarter of 2011, subject to acceptance by shareholders and customary closing conditions.
With double-digit growth expected in deepwater spending annually for the next five years, the addition of Wellstream will broaden GE Oil & Gas’ extensive subsea production systems equipment and service capabilities. It also will enhance GE’s ability to capitalize on growth in Brazil, Africa and Asia.
The proposed acquisition is part of GE's growth strategy to invest in its high-technology industrial businesses, enhance product competitiveness and expand its presence in fast-growing emerging markets. It also aligns with GE’s plans to capitalize on complementary and financially attractive acquisitions and partnership opportunities.
By acquiring Wellstream, a high-tech player in the flexible pipeline segment within the subsea industry, GE will further extend its reach into the important floating production, storage and offloading offshore segment. Wellstream will benefit from access to GE subsea systems, material science, sensing and inspection, and remote monitoring and diagnostics technology, as well as an extended global reach and supply-chain.
Claudi Santiago, President and CEO, GE Oil & Gas said: “Wellstream is an excellent strategic fit with GE’s Oil & Gas business and represents an important win for customers, GE, and for Wellstream’s shareholders and employees. Wellstream’s flexible riser and flowline products will extend our subsea solutions portfolio, providing customers – including those in Brazil, Africa and Asia – with the reliable technology and services needed to tackle their toughest deepwater challenges and to optimize the efficient production of oil and gas.”
Wellstream has a strong research and development focus and worldwide track-record of successful completion of complex flexible pipe projects. Key products include dynamic flexible risers, static flowlines, jumpers and fluid transfer lines for deep and ultra-deepwater dynamic environments.
Wellstream operates two manufacturing facilities in Newcastle, UK, and Niterói, Brazil, employing approximately 850 qualified engineers and staff.
For the year ended 31 December 2009, Wellstream reported revenues from continuing operations of £386 million ($602 million) and operating profit from continuing operations before exceptional items of £51 million ($79 million). Wellstream reported a sales backlog of £250 million ($398 million) as of 16 November 2010.
The proposed acquisition would also broaden GE’s presence and continued investment in Brazil, where extensive pre-salt oil field discoveries have opened up further opportunities for subsea exploration and production.
“Brazil currently generates a substantial portion of Wellstream’s revenues, supported from its new Niterói manufacturing facility,“ Santiago said. “Brazil is a key region for GE and the proposed acquisition of Wellstream, along with the expansion of our Jandira, Sao Paulo Oil & Gas plant and the planned 2012 opening of a new $100 million investment GE Global Research Center in Rio de Janeiro, demonstrates our long-term commitment to this fast-growing region.
“The deal is at an attractive point in the industrial investment cycle and is the latest in a series of strategic acquisitions over the last decade that have helped GE Oil & Gas expand its portfolio across all segments of the oil and gas industry and deliver consistent growth and profitability,” Santiago said. “As with the successful integrations of VetcoGray and Hydril, I am confident that Wellstream also presents tremendous opportunities across our global customer base and provides for long-term, sustainable GE growth in the subsea industry.”
John W. Kennedy, the Chairman of Wellstream, said: “This is an attractive offer which, together with the special dividend, allows shareholders to realise their investment in cash at a price which reflects both our progress since Wellstream’s IPO in 2007 and the potential for further growth. Since IPO, we have invested across our business, increasing production capacity significantly and building strategic market positions. Wellstream will complement GE’s impressive capabilities and the transaction will benefit customers, employees and shareholders alike. The board intends to unanimously recommend that Wellstream’s shareholders accept the offer.”
GE Energy Latin American CEO, Rafael Santana, added: “Following our recent $3 billion deal to acquire Dresser, Inc., a global energy infrastructure technology and service provider, the proposed acquisition of Wellstream continues the strategic expansion of GE’s $40 billion Energy portfolio and reflects GE’s commitment to Brazil and Latin America.”
Today’s announcement follows other significant GE Oil & Gas equipment orders of particular interest in Brazil, including: $120 million in subsea equipment contracts from South Korea’s Daewoo Shipbuilding & Marine Engineering for Petroserv and Odebrecht Oil & Gas-owned offshore Brazil drill-ships; and, a $160 million contract to supply gas turbine and compressor equipment to Petrobras for deployment in two floating production, storage and offloading units being deployed offshore.
To access the related offer announcement issued by GE, please visit (available from 12PM GMT) gereports.com/takeover-offer.
GE (ge.com) is a diversified infrastructure, finance and media company taking on the world’s toughest challenges. From aircraft engines and power generation to financial services, health care solutions and television programming, GE operates in more than 100 countries and employs about 300,000 people worldwide.
GE serves the energy sector by developing and deploying technology that helps make efficient use of natural resources. With nearly 85,000 global employees and 2009 revenues of $40 billion, GE Energy (ge.com/energy) is one of the world’s leading suppliers of power generation and energy delivery technologies. The businesses that comprise GE Energy—GE Power & Water, GE Energy Services and GE Oil & Gas—work together to provide integrated product and service solutions in all areas of the energy industry including coal, oil, natural gas and nuclear energy; renewable resources such as water, wind, solar and biogas; and other alternative fuels.
About GE Oil & Gas
GE Oil & Gas is a world leader in advanced technology equipment and services for all segments of the oil and gas industry, from drilling and production, LNG, pipelines and storage to industrial power generation, refining and petrochemicals. We also provide pipeline integrity solutions, including inspection and data management, and design and manufacture wire-line and drilling measurement solutions for the oilfield services segment. As part of our 'Innovation Now' customer focus and commitment, GE Oil & Gas exploits technological innovation from other GE businesses, such as aviation and healthcare, to continuously improve oil and gas industry performance and productivity. GE Oil & Gas employs more than 12,000 people worldwide and operates in over 100 countries.
Wellstream Holdings PLC (wellstream.com) is a leading independent designer and manufacturer of high quality flexible pipeline products, systems and solutions for oil and gas transportation, with a strong R&D focus and worldwide track-record and reputation for successful completion of complex bespoke flexible pipe projects. Key products include dynamic flexible risers, static flowlines, jumpers and fluid transfer lines for deep and ultra-deepwater dynamic environments. Wellstream operates two manufacturing facilities, Newcastle (UK) and Niterói (Brazil), with total a combined capacity of approximately 570 nkm employing approximately 850 qualified engineers and staff.
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction. This announcement summarises information contained in the formal announcement relating to the proposed acquisition, and is qualified in its entirety by the contents of that announcement.
The proposed offer for Wellstream will be made by GE Austria, a wholly-owned subsidiary of GE. The directors of GE Austria (Michael Ofenboeck and Erwin Stuhlbacher) together with Jeffrey R. Immelt, John Krenicki and Claudi Santiago accept responsibility for the information contained in this announcement including statements concerning expectations and estimates as to the position of Wellstream or Wellstream group (other than that relating to the Wellstream group and any statements concerning Wellstream’s expectations and estimates as to the position of Wellstream or the Wellstream group which are obtained from public sources). To the best of the knowledge and belief of the directors of GE Austria, together with Jeffrey R. Immelt, John Krenicki and Claudi Santiago (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
Caution Concerning Forward-Looking Statements
This announcement, oral statements made regarding the Offer, and other information published by GE, GE Austria and Wellstream contain “forward-looking statements”. These statements are based on the current expectations of the management of GE, GE Austria and Wellstream and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects of the Offer on Wellstream and GE Oil & Gas, the expected timing and scope of the Offer, enhanced customer benefits, access to greater resources and other benefits, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “may” and “should” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment in deepwater drilling, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. None of GE, GE Austria or Wellstream undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Ramon Lopez, GE
P: +43 5244 600 2470 / E: ramon.lopez[.]ge.com.
Trevor Schauenberg, GE Corporate, VP Investor Communications
P: +1 203 373 2424 / E: trevor.a.schauenberg[.]ge.com.
Anne Eisele - GE
P: +1 203 373 3061 / M: +1 203 522 9045 / E: anne.eisele[.]ge.com.
Ken Darling, Masto Public Relations
P: +1 518 786 6488 / E: kenneth.darling[.]ge.com.