The Board of Directors of Renaissance Services SAOG (Renaissance) have received and accepted a final binding offer from DP World amounting to RO 415m (USD 1.079 billion) enterprise value for acquiring 100% shares in Topaz Energy and Marine Limited, Bermuda (Topaz).
86.5% Topaz shares are held by Renaissance through its ownership of Topaz JAFZA. The balance 13.5% shares of Topaz are owned by Standard Chartered Private Equity/Affirma Capital (SCPEL).
The key details of the proposed transaction are as below:
Under the terms of the proposed transaction, Renaissance shall also receive a settlement from Topaz of an outstanding Rials 30.2 Million (USD 78.6 Million) shareholder loan.
DP World’s final binding offer is subject to regulatory consents and approvals, including Renaissance shareholder approval.
Through this divestment, Renaissance and SCPEL are passing Topaz on to new ownership that has the synergies, capital strength and global reach to take the company forward to new heights.
DP World can build on the solid platform of Topaz achievements to date, ensuring best practice safety, continuously improving standards, security, opportunity and growth in the interests of all stakeholders: employees, partners, clients and customers, bankers, bond holders, professional advisers and other service providers in the whole Topaz community, in its key markets around the world.
Renaissance has announced and pursued a liquidity event for Topaz over the past year, including the possibility of a sale of equity. This transaction fulfills a number of Renaissance objectives set out in that strategy:
- to de-risk the company
- de-leverage the balance sheet
- meet pending capital obligations
- strengthen liquidity
The first priority shall be to de-leverage, including the SCPEL obligation, a repurchase of the Perpetual Notes and the reduction of borrowing.
The indicative Proceeds and Utilization of the divestment proceeds are presented below:
DP World Group Chairman and CEO Sultan Ahmed Bin Sulayem, said: “We are pleased to announce the acquisition of Topaz, which further strengthens DP World’s position as a world-leading operator in maritime logistics services. In recent years, we have been investing selectively in the marine logistics sector in companies with high revenue visibility, consistent track record and strong customer relationships. This latest acquisition complements the operations of our P&O Maritime Services (POMS) business, which maintains over 300 vessels globally. Much like DP World, Topaz has evolved its business, offering customers a range of logistics solutions and helping the Company outperform the industry. We believe that this innovative approach, together with the increased scale, will allow the combined Topaz and P&O Maritime Services business to drive efficiencies and earnings growth. Furthermore, this new partnership opens the door for DP World to explore new business areas more extensively, for example, increasing transit volumes through Azerbaijan within the East-West trade corridor.”
Samir J Fancy, Chairman, Renaissance, said: ”We are happy with the outcome for Topaz – we acquired a small regional OSV player almost 15 years ago and transformed it into a global leader with a unique market positioning and reputation. Thanks to a prudent and considered business model focused on excellence of service, long term strategic customer relationships and contracts we have been able to successfully navigate one of the toughest crises in the oil industry. This transaction fits our announced strategic intentions and sets a solid platform for growth in our Services Solutions and Facilities Management businesses, which are less capital intensive, and offer significant opportunity to build scale and value.”