MedservRegis plc - Conditional Agreement

On 30 November 2019, Medserv plc announced that was been informed by its majority shareholders – namely Mr Anthony S. Diacono and Malampaya Investments Ltd (which is owned by Mr Anthony J. Duncan) (the “majority shareholders”) – that they entered into a conditional agreement with the Swiss company AMT S.A. (“AMT”) whereby the majority shareholders bound themselves to transfer their shares in Medserv to AMT whilst AMT bound itself to issue a voluntary bid in cash for the acquisition of the entire issued share capital of Medserv. The conditional agreement is subject to the following conditions:

• Conditions to Launch a Voluntary Bid. AMT’s commitment to launch a voluntary bid to all Medserv shareholders is dependent upon a number of conditions taking place by 31 January 2020. These include that, subject to shareholders’ approval in an extraordinary general meeting (“EGM”), Medserv acquires the entire share capital of AMT through the issuance of new shares by Medserv in favour of AMT’s shareholders. This is known as a share for share exchange (“Share for Share Exchange”) which, subject to EGM approval and subject to all other conditions being satisfied), will render Medserv the parent company of AMT.
• Conditional Voluntary Bid. Following the completion of the Share for Share Exchange and other relevant conditions by 31 January 2020, AMT will then become obliged to launch a voluntary bid to all shareholders of Medserv. The voluntary bid will remain subject to EGM approval of the Share for Share Exchange and any required regulatory consents, following which it shall become an unconditional voluntary bid. The latter will remain open for a period of four weeks. The price of the offer has been set at €1.00 per share in the case of the majority shareholders, and €1.102 per share in the case of the remaining shareholders.

The majority shareholders have informed the Board of Directors of Medserv that they will not be participating in any decisions to be taken by the company in respect of the Share for Share Exchange. Accordingly, any decision taken with respect to the Share for Share Exchange will be taken by the non-executive directors of Medserv. Furthermore, the directors of Medserv will proceed with determining the process to be followed by the company in respect of the fulfilment of the conditions required of it, in particular in assessing the Share for Share Exchange.

Statements by Majority Shareholders and AMT

Following the announcement, the majority shareholders of Medserv and AMT issued press statements explaining the rationale of the conditional agreement as well as the benefits and value added to be achieved by the combined entity.

In this respect, Mr Anthony S. Diacono and Mr Anthony J. Duncan noted that: “As the majority shareholders in Medserv plc, we have agreed to sell our majority shareholding in Medserv plc to AMT S.A. (Advanced Maritime Transports). This Swiss registered company is an integrated transport and logistics provider with a global reach and strong prominence in the oil and gas sector. On 30 April 2018, we informed the directors of Medserv of our intention to seek a strategic investor with the financial strength and expansionist outlook to drive the company forward. We believe that in AMT we have found the right partner to achieve this.

“This is an incredibly exciting time for the Company. It has been a long and rigorous process and we have full confidence that we have appointed the right investors to take the Company forward. AMT share the same values and vision for the Group which was essential to us throughout the process. The growth we envisage for Medserv is exponential.”

On its part, AMT S.A. explained that “AMT plans to join forces with Medserv and METS to create a leader in energy and oil and gas logistics. Our goal is to further grow our footprint in African Energy and non-oil and gas sectors, to become the undisputed leader in the Mediterranean oil and gas logistics and be the company of choice for supply chain management of OCTG”.

About AMT S.A. and the combined entity with Medserv

AMT S.A. is headquartered in Nyon, Switzerland, along with global operational hubs in the UK and Singapore, and representation offices in France, India, Portugal and Houston (US), in support of their core logistics activities within Africa. Subject to the transaction with Medserv being successfully concluded, the new entity will have an operational presence in 26 countries on 4 continents. It will bring a workforce of approximately 900 employees and a global network of preferred partners. AMT, Medserv and METS will become the largest Maltese listed company in terms of global presence.

Moreover, the combined entity will offer four core products line in key markets: (i) end-to-end logistics; (ii) strong shore base logistics; (iii) oil country tubular goods (“OCTG”) management; and (iv) a non-oil and gas logistics. The combined entity will also be able to offer a unique selling proposition on the back of synergies to be developed across the energy, oil and gas supply chain.