Acquisition to Strengthen Emerson’s Process Management Business
Emerson (NYSE: EMR) today announced that its wholly owned subsidiary
Aegir Norge Holding AS has reached an agreement with Roxar ASA (OSE:
ROX) to launch a voluntary offer for 100 percent of Roxar’s shares.
Emerson will offer NOK 5.20 (approximately $ 0.735) per share in cash,
which represents approximately NOK 1,266 million (approximately $ 179
million), for the total share capital of Roxar. Upon successful
completion of the acquisition, Emerson expects to redeem approximately
NOK 1.5 billion (approximately $212 million) of Roxar debt.
Roxar’s board has unanimously resolved to recommend the offer.
Shareholders representing approximately 41% percent of Roxar’s
outstanding shares, including the members of the board and the
management who hold shares in the company, have agreed to accept the
offer. The acquisition will be financed by Emerson through existing cash
balances and is not subject to any financing condition. The voluntary
offer is expected to close in April 2009, assuming satisfaction of all
conditions. (See Additional Information, below)
Roxar is a leading global supplier of measurement technologies and
software solutions for upstream oil and gas and other process
industries. The company, which is based in Stavanger, Norway, had
revenues of NOK 1,365 million (approximately $193 million) in 2008
(unaudited Q4 financials). Upon successful completion of the
acquisition, Roxar will become part of Emerson Process Management.
“With its solid positions and respected name in offshore metering and
monitoring equipment and well optimization software, Roxar is a strong
complement to Emerson,” said Steven Sonnenberg, executive vice president
and business leader of Emerson Process Management. “Like Emerson, Roxar
is respected for its technology innovation and leadership. Our oil and
gas customers will benefit from the more complete product and service
offering that will result from this strategic combination.”
Roxar Chairman Mr. Hans Olav Torsen, said: “The Roxar Board has looked
at all strategic alternatives for the company and taken considerable
time for this process. The Board considers Emerson as an attractive
partner to Roxar, with a similar technology and customer focused
business culture and complementing market segments.”
About Emerson
Emerson (NYSE: EMR), based in St. Louis, Missouri (USA), is a global
leader in bringing technology and engineering together to create
innovative solutions for customers through its network power, process
management, industrial automation, climate technologies, and appliance
and tools businesses. Sales in fiscal 2008 were $24.8 billion. For more
information, visit www.Emerson.com.
About Roxar
Roxar is a leading international provider of products and associated
services for reservoir management and production optimization. It has
two main divisions; Roxar Software Solutions (RSS) and Roxar Flow
Measurement (RFM). Roxar offers software for reservoir interpretation,
modeling and simulation, as well as instrumentation for well planning,
monitoring and metering. It is headquartered in Stavanger, Norway, with
28 offices in 19 countries and approximately 820 employees worldwide.
