The Weir Group PLC : Acquisition

THE WEIR GROUP PLC 23 November 2011 Acquisition of Seaboard Holdings Inc for US$675m (£431m(1)) Weir increases presence in the growing upstream oil and gas markets The Weir Group PLC ("Weir") has agreed to acquire Seaboard Holdings Inc ("Seaboard"), an independent wellhead solutions provider focused on the growing North American unconventional oil and gas drilling and production markets for US$675m (£431m(1)). The consideration will be payable in cash on completion and funded from new and existing bank facilities.  In line with Weir's acquisition criteria, the acquisition is expected to be immediately earnings accretive and post tax returns are expected to exceed Weir's cost of capital by 2014. Based in Houston, Texas, Seaboard manufactures engineered wellhead and pressure control equipment to the oil and natural gas exploration and production industries. Seaboard also provides a range of associated field and support services, including equipment rental into the onshore oil and gas drilling, completion and production markets. The growing shift in North America towards unconventional oil and gas development and the rapid growth of high pressure hydraulic fracturing has increased demand for Seaboard's products and services. Seaboard's range of high-end surface equipment is directly adjacent to Weir's market leading portfolio of frac pumps and other well completion equipment with a business model closely aligned to Weir's core competencies in highly engineered products used in harsh environments. For the year to 31 December 2011, Seaboard is forecast to achieve proforma revenues and EBITDA(2) of US$216m and US$58m respectively(3.) The acquisition of Seaboard is consistent with Weir's strategy of extending its upstream market presence in aligned markets with positive fundamentals.  The global surface equipment market is expected to benefit from higher drilling activity and increasing well complexity, leading to growing demand for wellhead and pressure control products. Seaboard's business complements Weir's existing North American operations, SPM and Mesa, providing significant strategic, operational and financial benefits.  The acquisition of Seaboard: * Extends Weir's leading position in the production and servicing of a wide range of surface equipment targeted at unconventional drilling and completion markets; * Broadens the Group's product offering in conventional and unconventional oil and gas markets; * Complements Weir's existing customer base and expanding access to a broad range of exploration and production businesses; * Combines the extensive North American sales and service footprints of Seaboard and Weir and leverages Weir's international routes to market to accelerate revenue growth; * Builds a platform for growth into adjacent markets not currently served by either business; and * Enhances productivity with the application of Weir's lean philosophy in Seaboard's production, supply chain and front end business processes.  Cost, operating efficiency and procurement benefits are expected to exceed US$5m by 2014. The consideration is subject to customary post-closing adjustments to net indebtedness and working capital levels at closing.  In addition, U$3m in deferred consideration relating to expected tax refunds will be paid six months after the closing of the transaction.  Related transaction costs in the region of US$7m are expected to be incurred and will be recognised in 2011.  Completion is conditional on US regulatory clearance, and subject to such clearance is expected to take place in December 2011. Following completion of the acquisition, the existing senior management team led by Kelly Joy, CEO, will continue to manage the business and will report to Steve Noon, Divisional Managing Director, Weir Oil and Gas. Commenting on the acquisition, Weir Chief Executive, Keith Cochrane, said: "Seaboard is a well-managed business, with a strong position in a market that we understand well. The acquisition is perfectly in line with strategy.  It broadens our product offering and fits into our business model of growing the installed base of original equipment from which we drive aftermarket opportunities. There is great potential to strengthen the business further through our lean engineering and operational processes and extensive sales and service networks. We are confident that the extended market opportunities and medium term operational benefits will create significant value for our shareholders.  We retain financial flexibility to pursue organic growth initiatives and further acquisition opportunities in line with our strategy." Kelly Joy, Seaboard's President and CEO, added: "In recent months we have been looking for the ideal partner to take the business forward while retaining Seaboard's identity and commitment to customer service. We have spent a lot of time with the Weir team and have been hugely impressed by the way they have developed Weir SPM since its acquisition in 2007. I am convinced that this is the best outcome for our employees, customers and shareholders. The senior team at Seaboard intends to remain with the business and we are all excited by the extensive opportunities arising from the combination with Weir." A webcast to discuss the acquisition will be held today at 9am. Dial-in details are: UK Free Call   0800 694 2573   UK Standard International   +44 (0) 1452 580 733 Conference ID: 30932866 The URL to view the presentation is: https://weir.webex.com/weir/j.php?ED=193535867&UID=0&RT=MTgjMjE%3D Contact details:  The Weir Group PLC Vicky Ferrier, Head of IR and Communications Tel. 0141 302 3782 Jonathan Milne, Communications Manager Tel: 0141 302 3781/0771 378 9536 The Maitland Consultancy Tel. 020 7379 5151 Peter Ogden / Rowan Brown Notes: (1) Exchange rate of £1 = US$1.565 at closing in London on 22 November 2011 (2) Earnings before interest, tax, depreciation and amortisation (3) Proforma unaudited financial information which assumes a full year contribution from AJ Industries, the removal of non-recurring items and the application of Weir's depreciation policy in respect of rental assets. About Seaboard International Seaboard achieved 2010 revenues and profits before tax of US$96.7m and US$4.3m respectively and had gross assets of US$213.2m at 31 December 2010.   The table below contains unaudited proforma(3) financial information, including the July 2011 acquisition of AJ Industries, a Canadian distributor of wellhead products.  In the year to September 2010 AJ Industries achieved revenues and profits before tax of C$56.6m and profits before tax of C$0.4m and had gross assets of C$24.7m at 30 September 2010. ---------------------------------------------------------------------------- US$m 12m to 9m to 3m to Forecast 12m to Dec-11 Dec-10 Sep-11 Sep-11 ---------------------------------------------------------------------------- Sales(3) 163.1 156.7 57.3 216.0 Normalised EBITDA(2,3) 34.0 40.4 16.5 58.0 Normalised EBITA(3) 24.7 33.6 14.1 49.0 ---------------------------------------------------------------------------- Seaboard is being acquired from Industrial Growth Partners and the management team. Founded in 1974, Seaboard is one of the few remaining independent wellhead solutions providers, manufacturing proprietary engineered wellhead and pressure control equipment. Seaboard offers a complete wellhead and pressure control equipment solution, providing a range of pressure control equipment, field services, repair, frac equipment rental and tubular distribution. The current senior management group plans to remain with Weir, including Kelly Joy, President and CEO, who joined the company in 1996. Since 1996, Seaboard has evolved into one of the largest independent manufacturers of wellhead and pressure control equipment in the USA, including high pressure frac trees for use in hydraulic fracturing applications. Seaboard also provides associated installation and field services. Seaboard's headquarters and primary manufacturing facilities are located in Houston, Texas, USA. Seaboard has over 20 locations covering the major oil & gas basins in North America. It employs approximately 400 people. See www.seaboardusa.com for further information About The Weir Group PLC Weir, a FTSE 100 company, is a global provider of engineering solutions to the minerals, oil and gas and power sectors. Our commitment to engineering excellence, research and customer focus extends equipment wear life and operational capability in some of the world's most challenging environments. Weir is committed to going where our customers go, with a worldwide network of more than 140 manufacturing facilities and service centres. The business has a presence in more than 70 countries, with 13,000 staff around the world working in our three divisions; Minerals, Oil & Gas and Power & Industrial. Weir's customer base includes the world's largest mining houses, major oil services businesses and nuclear and conventional power generation companies. Annual revenues were more than £1.65 billion in 2010, of which more than half came from the provision of services and aftermarket support. Emerging markets contributed 39% of overall Group revenues. Weir's Oil & Gas division is the leading supplier of high pressure pumping equipment to the upstream oil and gas market.  The division also produces a range of flow control products targeted at the high pressure applications found in the pressure pumping market.  Weir's Oil and Gas service operations support clients across North America, the Middle East and Europe.  The division's downstream operations manufacture process pumps for use in the hydrocarbon processing industries. In 2010 the division reported revenues of £462m and employed over 3,000 staff. See www.weir.co.uk for further information. This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: The Weir Group PLC via Thomson Reuters ONE [HUG#1565982]

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