Dovre Group Oyj - Company Announcement

Norwegian Petroleum Consultants to join Dovre Group

Espoo, Finland, 2015-03-04 08:00 CET (GLOBE NEWSWIRE) -- 
Dovre Group Plc        Stock Exchange Bulletin         March 4, 2015 at 9:00 am

Norwegian Petroleum Consultants to join Dovre Group

According to a conditional agreement signed on March 3, 2015, Dovre Group Plc
(Dovre Group) and Norwegian Petroleum Consultants (NPC) will merge. NPC is a
Norwegian privately-held company focusing on providing staffing services to the
oil & gas industry. NPC, an award-winning growth company, has operations in
Norway, South East Asia, the US and the UK. In 2014, NPC recorded sales of NOK
576 million (around EUR 67 million), and an EBITDA of NOK 18.1 million (around
EUR 2.1 million) excluding non-recurring items. Despite the fast growth the
equity ratio of NPC is around 26%. NPC's figures are based on unaudited 2014
financials. NPC has around 380 employees. The sellers are committed to continue
working for Dovre Group. 

In 2014, the combined net sales of the two companies were around EUR 166
million. The combined company will become a major staffing company in Norway.
Other home markets of the combined company are Canada, South East Asia, the US,
the Middle East and Russia. The combined company will have a strong portfolio
of frame agreements with many of the world's largest companies. Together, the
companies employ around 850 people. 

According to the agreement, Dovre Group will receive 100% of the shares of NPC
Group AS in exchange for 36,453,018 new shares issued by a directed issue (the
Consideration Shares), representing 36.5% of the shares and voting rights in
Dovre Group after the directed share issue. The Consideration Shares will be
issued to the current owners of NPC Group AS. The Consideration Shares do not
entitle to dividends payable for the financial year 2014 or for previous
financial years. The Consideration Shares are subject to a lock-up commitment
of three (3) years from the date of issue. In addition the sellers will receive
a cash component of EUR 475,000 in total. The parties have also agreed upon an
adjustment mechanism of the purchase price should there be a material
difference between NPC's unaudited and audited 2014 financials. 

The Board of Dovre Group Plc proposes that as part of the transaction an extra
dividend of EUR 0.06 per share will be paid after the closing. The
Consideration Shares do not entitle to the extra dividend. 

The completion of the transaction is subject to the approval and authorization
by the Annual General Meeting of Dovre Group Plc, to be held on March 25, 2015,
to issue the Consideration Shares and to decide on the extra dividend proposed
by the Board. 

In addition, the completion of the transaction is subject to fulfilment of the
following conditions: 

  -- grant of a clearance or an exemption by the Finnish Financial Supervisory
     Authority to the sellers from obligation to launch a mandatory public
     tender offer;
  -- relevant competition authority clearances; and
  -- other customary closing conditions.

The target is to complete the transaction within the first half of 2015.

UB Capital acts as financial advisor and Castrén & Snellman, Attorneys, as
legal counsel for Dovre Group in connection with the transaction. 

“This deal is an important step in executing our scalable growth strategy,”
says Rainer Häggblom, Chairman of Dovre Group. “The NPC team will significantly
strengthen the Dovre Group team.” 

“The combined company will be in a strong position for further accelerating
growth and challenging our international top competitors,” says Frank Ween,
Chairman of NPC. 

“This is good news for our clients, employees, consultants and shareholders,”
comments Patrick von Essen, CEO of Dovre Group. “It will give us a stronger
offering, a larger geographical spread, more exciting career opportunities and
better economies of scale.” 

 “The strategies of NPC and Dovre Group are a perfect match,” says Ole Johan
Olsen, CEO of NPC. 



For more information, please contact

Patrick von Essen
CEO
Dovre Group Plc
tel. +358 20 436 2000
patrick.essen@dovregroup.com


Dovre Group is a global provider of project management services. Dovre Group
has two business areas: Project Personnel and Consulting. In 2014, the Group's
net sales were EUR 98.9 million. Dovre Group employs over 480 people worldwide.
Dovre Group has offices in Norway, Canada, the US, the UAE, Russia, Finland and
Sweden. Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V).
Company website www.dovregroup.com 

Norwegian Petroleum Consultants (NPC) is one of the leading recruitment
companies in Norway with an international footprint. NPC has been awarded 8
years in a row for its fast growth. NPC has successfully been awarded major
frame agreements with the major Operators, EPC, Drilling and Power companies
both national and international. Company website www.npcco.no 

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