Integra mgmt approves merger, to consolidate 100% of shares and delist
MOSCOW. April 24 (Interfax) - Management at Integra Group has approved a merger with Integra Management Holdings, the oilfield services provider said in a statement.
On March 26, 2014, it was announced that Integra Group had received a proposal from certain members of the Integra management team or participants, providing the outline terms of an acquisition of Integra through a merger of Integra with a company formed by the participants. It was also announced that Integra's board of directors had formed an independent committee comprised solely of directors of the company who are unaffiliated with any of the participants to negotiate exclusively the terms of the merger with the assistance of the company's financial and legal advisers.
Integra said on April 24 that it had now agreed the terms of the merger with Integra Management Holdings. An extraordinary general meeting of the shareholders of Integra is being convened for May 21, 2014 to vote on the matter.
The company intends to merge with Integra Management Holdings, with the company continuing as the surviving company after the merger. Under the agreement, Integra's Global Depositary Receipts (GDR) will be delisted from the London Stock Exchange effective May 27.
Integra Management Holdings is a Cayman Islands company formed by Cyprus-registered Foreston Holdings Limited solely for purposes of the merger, in which Foreston will receive 27.8% of Integra's shares.
The merger is conditional on receipt of clearance from Russia's Federal Anti-Monopoly Service (FAS). The participants have already filed for clearance and expect to obtain it before the May 21 shareholders' meeting.
Following the merger, 100% of Integra shares will be consolidated by Foreston and another Cyprus-registered company, Trustee, which was formed for the management stock options program and currently has 1.4% of Integra shares.
It has been reported that under the merger agreement, Foreston will buy Integra shares at a price of $10 per share or $20 per GDR (one GDR represents two shares), the statement said. Integra's GDR closed at $15 on March 25, so the deal could be made at a 33% premium to the market.
The offer values Integra at $89.7 million. The company's market capitalization, according to the London Stock Exchange, where Integra is traded, is currently GBP52.8 million (about $87.4 million).
Integra management owned 33% of company shares as of January 6, 2014. Integra Group's president is Felix Lyubashevsky, former executive vice president for oilfield services and supply chain at TNK-BP .
Integra, which was founded in 2004, posted a net loss of $42.4 million in 2013 on revenue of $549.6 million.