Monthly M&A Insider - Mergermarket

Deal of the month
Target: Roxar ASA Announced: 2 March 2009
Bidder: Emerson Electric Company Deal value: €192m
Seller: Deal nature: Public, Transatlantic
Description
• Emerson Electric Company has made a tender offer
to acquire Roxar ASA. Roxar ASA, the listed Norway
based company headquartered in Stavanger, is an
optimisation software developer and solutions provider
for oil and gas reservoir management. Emerson Electric
Company, the listed US based company headquartered
in St Louis, Missouri, is a manufacturing and technology
conglomerate.
Terms
• The offer is made through Emerson’s wholly owned and
newly created subsidiary, Aegir Norge Holding AS.
• Offer price of NOK 5.2 (€0.58) per Roxar share in cash.
• The implied equity value of the transaction is NOK
1,266.2m (€141.78m) based on 243.5m shares
outstanding.
• The offer represents a 45.93% premium over Roxar’s
closing share price of NOK 3.5 (€0.4) as on 27
February 2009, the last trading day prior to the offer
announcement.
• The offer represents a premium of 44%, 54%, and 34%
respectively over Roxar’s volume-weighted average
daily closing share prices for the 3-month, 6-month, and
12-month periods ending 27 February 2009.
Financing
• The transaction is financed through internal cash
resources, and is not subject to any financing conditions.
Irrevocable Undertakings
• Shareholders owning 41% of Roxar’s outstanding
shares, including the members of the board and the
management who hold shares in the company, have
agreed to tender their shares.
Termination Fee
• A break-up fee of $2m is payable by Roxar to Emerson in
the event of Roxar board’s recommendation of the offer
being amended or withdrawn.
Rationale
• The acquisition is in line with Emerson’s strategic plan
to enhance its Process Management business unit, and
offer a more integrated service especially to its oil and
gas customers.
Post Deal Details
• Upon acquiring one-third of Roxar’s outstanding shares,
Emerson intends to make a mandatory offer for the
remaining shares, pursuant to the provisions in the
Norwegian Securities Trading Act.
• Upon acquiring more than 90% of Roxar’s outstanding
shares and voting rights, Emerson will propose in the
Roxar EGM to delist the company from the Oslo Stock
Exchange.
• Roxar will be integrated into Emerson Process
Management.
• Emerson expects to pay off approximately NOK
1.5bn (€167.96m) of Roxar debt upon the successful
completion of the transaction.
Expected Completion
Nordic
• The offer period runs from 4 March 2009 to 1 April 2009.
• The transaction is expected to close by 30 June 2009.
Monthly M&A Report – 171