Ashurst advises on USD516 million ADES International takeover

Ashurst is advising ADES Investments on the proposed USD516 million takeover of ADES International by Innovative Energy Holding, a newly formed company to be jointly owned by ADES Investments, The Public Investment Fund of the Kingdom of Saudi Arabia (PIF) and Zamil Investments.

Pursuant to the terms of the recommended cash offer, announced today, ADES International will receive USD12.50 for each ADES share from Innovative Energy, which is currently wholly owned by ADES Investments. Subject to the offer becoming unconditional, PIF has agreed to subscribe for shares in Innovative Energy in order to provide Innovative Energy with the financing required to acquire the ADES Shares from ADES Shareholders who accept the offer. Each of ADES Investments and Zamil Investments have also agreed with Innovative Energy that upon the offer becoming unconditional it will contribute its respective holdings of ADES Shares to Innovative Energy in exchange for ordinary shares in the capital of Innovative Energy. As at the date of the offer, ADES Investments holds shares representing approximately 63.9 per cent of ADES International’s existing issued share capital and Zamil Investments holds shares representing approximately 4.9 per cent. of ADES International’s existing issued share capital.

ADES International is a leading oil and gas drilling and production services provider in the Middle East and Africa region, offering onshore and offshore contract drilling as well as workover and production service. ADES International currently operates in Egypt, Algeria, Kuwait and the Kingdom of Saudi Arabia, and has a total workforce of over approximately 4,000 employees. Since its primary operation company’s (Advanced Energy Systems ADES SAE) establishment in 2002, the group has grown to become Egypt’s largest offshore drilling operator by number of jack-up rigs, with a growing presence in the Kingdom of Saudi Arabia and Algeria. While maintaining a superior health, safety and environmental record, the Group currently has a fleet of thirty-four onshore drilling rigs, thirteen jack-up offshore drilling rigs, a jack-up barge, and a mobile offshore production unit, which includes a floating storage and offloading unit. ADES International reported a 132 per cent. year-on-year increase in revenue for the year ending 31 December 2019, with revenue totalling USD477.8 million.

The cross-border Ashurst team advising ADES Investments on the offer is being led by partner Tom Mercer and senior associate Harry Thimont in London and partner Simon Fraser and senior associate Matt Hartsuyker in Dubai, along with associates Jake Hadfield, Louise Johnson, Millie Gibbs in London and associates Rushal Noor and Sara Malek in Dubai. Specialist competition law advice is also being provided by partner Neil Cuninghame with assistance from associate Adelle Elhosni. Partner Bilal Rana is advising on Saudi law matters.