Norway: Bjorge to Split into Two Oil & Gas Service Companies

Bjørge ASA will reorganize into two independent companies, with its process, fire and safety solutions divisions demerged into a separate company.

The split will create two focused operations capitalizing on established market positions within the service sectors of the oil and gas industry. The two distinct companies will both pursue organic and structural growth strategies to reach their goals of becoming leaders in their respective market segments.

On 17 September 2010, the Board of Directors of Bjørge ASA (“Bjørge”) resolved to propose a demerger to the company’s shareholders, creating two separate companies. The Bjørge Group today comprises two divisions serving a broad range of the oil and gas industry. “New” Bjørge intends to continue as a listed company and include the solutions and services business within valves and instrumentation for the energy and offshore industries. The demerged, new company (”NewCo”), will include the process, fire and safety solutions businesses and will apply for listing on the Oslo Stock Exchange.

Creating separate companies with increased focus and flexibility shall benefit the companies’ customers, suppliers and employees, as well as their investors. “New” Bjørge and NewCo will as a result of the demerger be able to develop separately and pursue different growth opportunities geographically, organically and through merger and acquisitions activities. The demerger is expected to become effective in December 2010.

”We see strong and exciting growth opportunities both for “new” Bjørge and NewCo and look forward to supporting the companies in their efforts to grow and become leaders in their respective segments of the oil and gas industry. Our goal is to swiftly create two leading companies that will become attractive partners to oil companies and other industry majors as well as to offer interesting investment opportunities to investors”, says Bjørge’s Chairman, Frank O. Reite.

As also communicated in a separate press release, the major shareholder of Bjørge, Bokn Invest AS (owned by HitecVision and Converto Capital) is prepared to support such an aggressive growth strategy.

Creating distinct and focused suppliers to the oil and gas industry

NewCo will aim for a separate listing in the first half 2011 and will after the restructuring consist of the following companies: Bjørge Safety Systems AS, Bjørge Marine Automation AS, Bjørge Eureka AS, Bjørge FPE AS including Sontum Fire & Safety AS, and Bjørge NCT AS.

NewCo has a strong position in selected niche markets delivering process and safety critical solutions to the oil and gas industry and the maritime industry. The customer base includes oil companies and oil service industry.

The company offers a complete range of services and solutions that maintain lifecycle-long performance. NewCo invests significant resources in its proprietary technologies and system integration. The company is positioned in industry segments set for strong growth and recognizes a large number of attractive growth opportunities within the global markets for process, fire and safety solutions.

Erik Christensen, who currently is EVP of Bjørge will be the new CEO of NewCo. Tor Hellestøl currently EVP of Bjørge will serve as EVP, M&A and Strategy.

Bjørge’s current businesses of Solberg & Andersen AS and Bjørge Teamtrade AS will constitute the “new” Bjørge ASA.

“New” Bjørge is a leading provider of products, solutions and services within valves and instrumentation to the energy and offshore business. The company is a supplier to the Norwegian oil and gas industry and represents several of the world’s major suppliers in the Norwegian market. Bjørge also develops tailor-made solutions and provides system integration.

“New” Bjørge aims to take a market leading position in the interface between leading global component producers and the customers. Such a role will include advanced engineering, assembly and in-house product configurations.

Steinar Aasland, who currently is the CEO of Bjørge, will retain his position after the demerger and Trine Sæther Romuld will continue to serve as EVP & CFO.

Related restructuring

The management and board of Bjørge believes that Bjørge Naxys AS can best be developed as a privately held company, due to the early commercialisation phase of its advanced subsea monitoring devices. The shares in Naxys will therefore, as part of the demerger plan, be transferred to a private limited company which will be owned by the shareholders of Bjørge. The company’s leading shareholder, Bokn Invest, remains committed to supporting the further expansion of Naxys.

Bjørge NCT will become part of NewCo, but is, as communicated in Bjørge ASA’s Q2 report, an “asset held for sale”.

Indicative timetable

The Board of directors of Bjørge ASA will on or about 29 September, 2010 call for an Extraordinary General Meeting to resolve the proposed demerger and an Information Memorandum is expected to be published within the same date.

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Source: Bjorge,September 20, 2010,