ADES: Shelf Drilling OKs acquisition with revised cash consideration

ADES Holding says merger remains subject to customary closing conditions and regulatory approvals

Shelf Drilling Ltd. shareholders approved the proposed merger with ADES Holding Co. based on the revised cash consideration, during the extraordinary general meeting held on Oct. 6 with the required majority (99.6% votes).

ADES said in a statement to Tadawul that the completion of the merger remains subject to customary closing conditions and other regulatory approvals. The transaction timetable remains unchanged with closing expected to occur in Q4 2025. In September, ADES announced an agreement between Shelf Drilling and ADES International Cayman on the revised terms of the proposed merger to acquire Shelf Drilling, Argaam reported.

The new terms include increasing the cash consideration by 32% to NOK 18.50 per share (SAR 7.03), up from the previously offered NOK 14 (SAR 5.12).

In August, ADES International Holding Ltd., a subsidiary of ADES Holding Co., signed an agreement to acquire all issued and outstanding shares of Shelf Drilling Ltd. through a cash merger governed by the laws of the Cayman Islands, under which Shelf Drilling will remain a surviving entity.

The transaction was valued at approximately SAR 1.42 billion ($379 million), reflecting a fully diluted equity value based on a price of NOK 14 per share in Shelf Drilling.