ADES International Holding, Ltd. (“ADES”), through its wholly owned subsidiary ADES International Cayman (“BidCo”), has signed a Transaction Agreement with Shelf Drilling, Ltd. under the laws of the Cayman Islands, according to Oslo Stock Exchange's release.
ADES has made a recommended offer to acquire all issued and outstanding shares of Shelf Drilling via cash merger.
At completion, all of Shelf Drilling’s shares will be cancelled and shareholders will receive NOK 14.00 per share in cash.
Shelf Drilling will become wholly owned by ADES and will be delisted from the Oslo Stock Exchange.
The board of directors of Shelf Drilling has approved and recommended the Transaction.
It received a fairness opinion from Evercore, which concluded that the Cash Consideration represents fair value for Shelf Drilling shareholders.
Irrevocable voting commitments representing 15.0 % of outstanding shares have been obtained from shareholders CastleHarlan, Perestroika, the Company’s CEO and CFO, and board members.
The Transaction is intended to establish a global shallow‑water drilling player with a combined fleet of 83 offshore jack‑up rigs, including 46 premium units, following the addition of 33 jack‑ups.
The combined backlog of US $9.45 billion (as of 30 June 2025) provides strong cash‑flow visibility.
ADES expects to realise US $40–50 million in annual cost synergies over the medium term, and to optimise capital structure and cost using combined financial strength.
The Transaction is expected to be accretive to ADES earnings per share and free cash flow.
The Cash Consideration implies a fully diluted equity value of approximately NOK 3.9 billion (≈ US $0.4 billion), reflecting a 62 % premium to the closing share price of NOK 8.64 on 4 August 2025, and a 56 % premium to the volume‑weighted average price of NOK 8.98 over the preceding month.
The closing of the Transaction is anticipated in the fourth quarter of 2025, subject to approval at an extraordinary general meeting of Shelf Drilling shareholders, regulatory approvals, no material adverse change, and other customary conditions.
The Transaction will be financed through ADES’s credit facility.
ADES International Holding, Ltd. is a private company organised under the laws of Dubai International Financial Centre (DIFC). It is a subsidiary of ADES Holding Company, headquartered in Al Khobar, Kingdom of Saudi Arabia. ADES provides drilling services with over 8,000 employees and a fleet including onshore and offshore rigs. It specialises in both onshore and offshore jack‑up operations across multiple international markets.
Shelf Drilling, Ltd. is an exempted company incorporated under the laws of the Cayman Islands, with its corporate headquarters in Dubai, United Arab Emirates. Founded in 2012, it operates as an international shallow‑water offshore drilling contractor, deploying jack‑up drilling rigs across the Middle East, Southeast Asia, India, West Africa, the Mediterranean and the North Sea.