THE board of Perth-based MMA Offshore has unanimously recommended a 100% takeover offer from Singapore private equity investor Seraya Partners that values the company at just over $1 billion.

The oil & gas sector operator announced this morning [25 March] it had entered into a binding Share Implementation Deed with Cyan MM Holdings Pty Ltd via a scheme of arrangement between MMA and its shareholders. Cyan is a subsidiary of Cyan Renewables, an offshore vessel portfolio company of Seraya Partners, an infrastructure fund focused on energy transition and digital infrastructure.

The scheme consideration values MMA equity on a fully diluted basis at approximately A$1.03 billion and represents: an 11% premium to the closing share price of A$2.35 per MMA share on 22 March 2024; a 20% premium to the 30-day VWAP of A$2.16 per MMA share on 22 March 2024; a 31% premium to the 90-day VWAP of A$1.98 per MMA share on 22 March 2024; a 91% premium to the company’s net tangible assets at 31 December 2023; and a 7.7x multiple on annualised H1 FY2024 EBITDA.

Cyan says intends to retain MMA’s workforce and to utilise and grow MMA’s expertise, assets and operating model to expand further into offshore wind support services while continuing to provide a comprehensive suite of marine and subsea services to its existing clients in the offshore energy and wider maritime industries.

Commenting on the scheme, MMA chairman Ian Macliver said there had been increased interest in MMA as its strategy to diversify operations and deleverage the business, together with improved earnings, had seen the share price rise more than 80% over the past five months.

“We have been in discussions with Cyan since October 2023 and the Board has now reached the required level of confidence to enter into the Scheme Implementation Deed,” Mr Mcliver said.

“We believe Cyan’s offer provides compelling value for MMA today, representing a 31% premium to the 90-day volume weighted average share price, a 91% premium to the company’s net tangible asset value and a 7.7x earnings multiple based on annualised first half FY24 EBITDA.

“The MMA Board believes that the scheme is in the best interests of shareholders, providing certainty in the form of a cash payment to shareholders while removing the risks associated with operating in a cyclical industry.

“Cyan intends to retain MMA’s workforce, clients, sites and contracts and to invest capital in growing the business. MMA provides Cyan with exposure to Asia and, importantly, Australia as Cyan pursues equity investment to create a leading global energy transition-focused offshore marine business.”

The scheme is subject to various customary conditions precedent and the Board’s recommendation is subject to the finding of an independent expert’s report and no receipt of a superior offer. A shareholders’ meeting is anticipated for late June-mid July.