ADES raises cash consideration for Shelf Drilling acquisition

ADES said new terms include increasing cash consideration by 32%

ADES Holding Co. announced an agreement with Shelf Drilling and ADES International Cayman on the revised terms of the proposed merger to acquire Shelf Drilling. The new terms include increasing the cash consideration by 28% to NOK 18.50 per share (SAR 7.06), up from the previously offered NOK 14.50 (SAR 5.54).

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In a statement to Tadawul, the company said the revised cash offer secured binding commitments, including ADES’s own stake, representing 53.4% of the votes in favor of the proposed merger, up from 15% prior to the initial announcement on Aug. 5.

Shelf Drilling’s board unanimously recommended the revised merger offer.

ADES pointed out that the increased offer follows discussions with Shelf Drilling’s senior management, a thorough review of recent business developments, and fundamentals of the jack-up rig market. The company also raised its estimated annual cost synergies by $10 million to $50-60 million, up from the previously estimated $40–50 million.

The revised terms represent approximately a 6% increase in the total enterprise value (EV) to be paid by ADES. No other changes were made to the remaining terms of the proposed merger.

ADES added that it will call for a new extraordinary general meeting to obtain shareholder approval for the revised offer. The transaction timeline remains unchanged, with the deal expected to close in Q4 2025, as per the joint announcement issued on Aug. 5.

The company clarified that the primary cost implication of the update is the increase in cash consideration to NOK 18.50 per share.

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, Argaam data showed.