Swedish geospatial technology company Hexagon plans to buy the rest of Veripos after acquiring the majority of the Scotland-based maritime satellite positioning specialist.
Hexagon initially made a public voluntary offer of NKr28 (US$4.6) per share for…
Swedish geospatial technology company Hexagon plans to buy the rest of Veripos after acquiring the majority of the Scotland-based maritime satellite positioning specialist.
Hexagon initially made a public voluntary offer of NKr28 (US$4.6) per share for Veripos, which is listed on the Oslo Stock Exchange, back in October 2013. That offer represented a 47.8% premium to Veripos’ volume weighted average share price for the previous 3 months, valuing the company at NKr927.7m (US$151m).
The move prompted a rival NKr30 (US$4.9) per share bid in mid-November from Japanese surveying company Topcon and industrial holding company Siem Industries. The duo soon upped their offer to Nkr35 (US$5.7) per share on 20 December.
But by this point Hexagon had already secured a 30% stake in Veripos, and subsequently made an increased unconditional cash offer of NKr37 (US$6) per share for the remainder of the company in response to its rivals.
On 24 January 2014, Hexagon stated that it had been able to increase its position in Veripos, both through direct ownership and offer acceptances, to a majority 51.2%.
It is now offering to purchase all the remaining shares by 29 January 2014, although this could be extended to 7 February if necessary.
Commenting on the acquisition, Hexagon CEO Ola Rollén said: “It is a good strategic fit between Hexagon and Veripos where Hexagon will provide state of the art positioning technology to Veripos as well as future growth via Hexagon’s onshore markets. Veripos has, in turn, built up a strong position in the offshore market and has world class infrastructure that Hexagon can leverage on immediately after an acquisition rather than building such infrastructure in-house.”
Having taken control of Veripos, Hexagon entered into a customer agreement MoU with Topcon, which would see the latter act as a reseller of the satellite broadcast correction signal offered by Veripos. The contract is called the TerraStar Agreement, a reference to Veripos’ wholly-owned subsidiary TerraStar GNSS Ltd rather than the defunct MSS operator now owned by Dish Network.
As part of the MoU, Hexagon and Topcon will establish a separate joint venture company on an equal partner basis to pursue joint efforts and cooperation in relation to the TerraStar Agreement. Notably, it also includes a commitment from Topcon to neither independently nor jointly make a public offer for shares in Veripos.
SEB Corporate Finance is acting as financial adviser for Hexagon, while Advokatfirmaet Haavind is providing legal advice. Arctic Securities is advising the board of Veripos with Wiersholm acting as its legal adviser.
