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National Energy Services Reunited Closes Business Combination with Gulf Energy SAOC and National Petroleum Services
Tuesday 12 June 2018

12 June 2018 - US-based oil and gas services provider National Energy Services Reunited Corp. (NASDAQ: NESR) (NASDAQ: NESRW) has completed its acquisition of Gulf Energy SAOC and National Petroleum Services, the company said.

The combined company creates an industry-provider of integrated energy services and solutions in the Middle East and North Africa region.

Last November, National Energy Services Reunited entered into definitive agreements to combine with Gulf Energy SAOC ("GES") and National Petroleum Services for an aggregate purchase price of approximately USD 1.1bn, or 5.4x the company's estimated 2018 EBITDA.

GES and NPS are regional oilfield services companies offering a mix of drilling, completion and production services and equipment in the MENA and Asia Pacific regions.

Following closing, the Company's primary operating locations will be in Dammam, Saudi Arabia, Muscat, Oman and Dubai, UAE, with local headquarters in Houston, Texas.

More than 3,000 people will be employed in more than a dozen countries across the region. Upon closing, the Company plans to retain the leadership of both GES and NPS in management, senior advisory roles or board positions.

Following the closing of the transaction, NESR's common stock and warrants will continue to trade on the NASDAQ Capital Market stock exchange under the ticker "NESR" and "NESRW," respectively.

The transaction was approved by the board of directors of NESR and by shareholders at a special meeting in lieu of an annual meeting.

At USD 10.00 per share, NESR will have an aggregate market capitalization following the business combination and completion of redemptions of approximately USD 1.1bn.

As a result of the business combination, former GES and NPS shareholders now collectively own a significant portion of the combined company, representing approximately 46% of the proforma market capitalization.

Major shareholders include SCF Partners along with Viburnum Funds, The Olayan Group, and Waha Capital PJSC.

NESR is a oil and gas services provider in the MENA region. NESR began as a special purpose acquisition corporation, or SPAC, focused on investing in global oil and gas services space in May 2017.

In November 2017, NESR announced the acquisition of two of the most prominent oilfield services companies in the MENA region: GES and NPS.

These transactions were completed in June 2018.

Founded in 1989, SCF Partners provides equity capital and strategic growth assistance to build leading energy service and equipment companies that operate throughout the world.

The firm is headquartered in Houston, Texas and has additional offices in Calgary, Singapore and Aberdeen. SCF currently oversees approximately USD 2bn under management and has built more than 70 platform services companies, completing over 300 growth acquisitions, through partnerships with energy services and equipment entrepreneurs.

Viburnum Funds Pty Ltd. is an Australian high conviction, active ownership investment manager of public and private equities.

Their private equity strategy focuses on investments in expansion and replacement capital for mid-market resource services firms operating in Asia and Australasia. Founded in 2007, Viburnum is headquartered in Perth, Australia with offices in Singapore and Melbourne.

The Olayan Group. a private multinational enterprise, is an international investor and a diverse commercial and industrial concern with operations in the Middle East.

With offices in Saudi Arabia, Europe, and the US, the Group's global investment team focuses on public and private equities, real estate, fixed income securities, and other specialised assets.

The commercial side of the Group comprises more than 40 companies and is centered in Saudi Arabia, where the Group originated in 1947. They are engaged in distribution, manufacturing, and services.

Many of these companies operate in partnership with multinational or regional firms. Some have operations in other Gulf countries and the wider Middle East.

Waha Capital is an Abu Dhabi-listed investment company that offers shareholders and third-party investors exposure to high-potential opportunities in diversified asset classes.

J.P. Morgan acted as the sole financial advisor to NESR on its acquisitions of NPS and GES. Citigroup and Freshfields Bruckhaus Deringer acted as the sell-side advisers to NPS. Maxim Group LLC and National Bank of Canada Financial Inc. acted as underwriters.
Date Published: 12/06/2018
Target: Gulf Energy SAOC and National Petroleum Services
Country: UAE
Deal Size: 1.1bn (USD)
Sector: Petroleum/Natural Gas/Coal
Type: Corporate acquisition
Status: Closed
Buyer: National Energy Services Reunited
Buyer Advisor: J.P. Morgan