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Seawell Ltd. acquires Allis-Chalmers Energy Inc. International Drilling & Well Services Company Jorgen P. Rasmussen, Executive Chairman Seawell Limited Munawar H. Hidayatallah, Chairman and CEO, Allis-Chalmers Energy Inc 13 August, 2010 |
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Our aim is to build a first class oil service company Our service segments would be: Drilling and well services, oilfield rentals and facility engineering Focused on enhanced oil recovery for our clients Global footprint to leverage and distribute key technologies Significant presence in drilling services Leadership in drilling services & technology Strong owner base to capitalize on growth opportunities Experienced management team that can execute on strategy Ability to acquire, integrate and grow oil field technology companies Page 3 |
Introduction to Allis-Chalmers Energy Description: Key figures1: 2009 revenues by geography Provider of services and equipment to oil and natural gas exploration and production Other Intl. Brazil companies 44 30 6% 9% Argentina 244 Operations in US, Argentina, Brazil, Bolivia US 48% 188 and Mexico 37% Employs approximately 3 300 skilled and experienced people Three business segments; Oilfield services Drilling and Completion Rental Services Listed on NYSE Largest shareholder is Lime Rock Partners Argentina 169 19% US 572 65% Brazil 82 9% Other Intl. 59 7% 1Source: 2009 annual report. Numbers in pies: USDm, relative share of total. 2Source: 2009 annual report. Defined as long-lived assets. Total assets of USD 1080.6m Page 4 Assetsper31.12.20092 |
Introduction to Seawell Description: Key figures1: 2009 revenues by geography Leading oilfield service company operating on nearly 50 installations in the North Sea Offices in Norway, UK, Denmark, US, Brazil, Nigeria, Singapore, India and joint ventures in Abu Dhabi and Kuala Lumpur Employs approximately 3 200 skilled and experienced people UK 148 24% Norway 437 71% Two business segments 2009 revenues by segment Drilling services Well services Registered in the Norwegian OTC system Largest shareholder is Seadrill Ltd. holding 73.8% of the shares Well Services 99 16% Drilling Services 509 84% 1Source: 2009 annual report. Numbers in pies: USDm, relative share of total. NOK/USD: 6.29 (average 2009) Page 5 |
Seawell backlog -Platform drilling, 2 BN USD UnitCustomerGullfaksA,B,CVeslefrikkA,BStatoilHydroStatfjordA,B,CUla&ValhallGydaBrentA,B,C,D,NelsonDu nlinEider,Tern,N.Corm.,Corm.AStatoilHydroStatoilHydroBPTalismanShellFairfieldTAQA20091Q2Q3Q4Q20101Q2 Q3Q4Q20111Q2Q3Q4Q20121Q2Q3Q4Q20131Q2Q3Q4QAlba&CaptainChevronFortiesA,B,C,DApacheBraeA,B,EMarathonEko fisk&EldfiskConocoPhillips1 x 2 year Life of field 1 year 3 x 1 year 3 x 1 year Year to year PeregrinoA&BStatoilHydro1 x 2 year 1 x 2 year Life of field 1 year Option 3 x 3 year Option 2 x 3 year Firm contracts Option Page 6 |
The Well Company A combination would be: 6 500 employees in 30+ countries USD 1.3 billion in revenues in 2010, USD 195 million in EBITDA1 Leading oil service company in the North Sea Major onshore player in the Americas 30+ years experience in drilling and servicing production wells for our customers A whole range of leading edge downhole technologies 1) Sum of consensus estimates from Thomson Reuters database (AllisChalmers Energy) and brokerage reports (Seawell) Page 7 |
Combined company would have a global footprint Complimentary services in common geographies Next step would be to develop full presence in Middle East and FEA Use global footprint to distribute technologies as well as grow unique service offering Page 8 |
Transaction details Seawell Ltd. to acquire Allis-Chalmers Energy Inc. for a combination of shares and cash Terms: 1.15 Seawell shares offered for each Allis- Chalmers Energy share Cash alternative at USD 4.25 per share, capped at maximum of 35% of outstanding shares in Allis-Chalmers Energy Transaction valued at approx. USD 890million (including assumed debt) Listing of Seawell on OSE or LSE Page 9 |
Governance Proposed Board of Directors Saad Bargach, Chairman Tor Olav Trøim, Vice Chairman John Reynolds Alejandro P. Bulgheroni Gianni DellOrto Cecilie Fredriksen Alf C. Thorkildsen Kate Blankenship Jørgen P. Rasmussen Executive Management Chief Executive Officer President: Jørgen Peter Rasmussen (51) Danish Chief Operating Officer and EVP: Thorleif Egeli (46) Norwegian Senior advisor to the Board: Munawar H. Hidayatallah The combined entity will have a nine member Board, 7 nationalities, continents Registered Bermuda Company Agreed to be listed at closing on Oslo or London Stock Exchange Page 10 |
Why Seawell and Allis-Chalmers Energy make sense Highly complimentary No product or services overlap Similar business focus, very experienced drilling personnel No geographical overlap Significant cross selling synergies Bring Allis-Chalmers Energy competence to the North Sea Bring Seawell leading-edge technology to Americas Build a platform for integration of future acquisition and inhouse development of unique technology Critical size, strong owners, global footprint Combine Seawells premium services offering, North Sea competence and technology with Allis-Chalmers Energys drilling and oil service competencies, quality asset base and operational gearing Page 11 |