Twelve Seas Investment Company has announced plans to acquire Brooge Petroleum and Gas Investment Company, which has a storage terminal in the Port of Fujairah.
Twelve Seas, a blank check company formed for the purpose of entering into a business combination, will engage in a merger involving a newly formed Cayman Islands holding company and the combined company will acquire 100% of the issued and outstanding shares of BPGIC. The transaction has been valued at around $1 billion.
As part of the transaction, BPGIC will become a wholly-owned subsidiary of Twelve Seas, and the post-transaction business of the combined company will be that of BPGIC. One significant closing condition requires that Twelve Seas will have net cash proceeds at closing, including any proceeds of any new equity financings, in excess of $125 million.
All cash remaining in Twelve Seas at the closing of the transaction is expected to be used for BPGIC’s growth.
In a statement, Twelve Seas’ management says it believes that BPGIC’s award winning state-of-the art terminals offer the industry’s most advanced technologies, ensuring the highest level of service to clients. BPGIC is developing the terminals in phases and aims to have a total capacity of one million m3 following the scheduled completion of the second phase of construction by the end of quarter two or early quarter three in 2020.
BPGIC will continue to be led by its current management team.
The transaction is expected to close at the end of the second quarter of 2019 or early third quarter of 2019.
Nicolaas Paardenkooper, CEO of BPGIC says: ‘We are excited to enter into this agreement with Twelve Seas as it provides us with the ability to enter the US capital markets and provide this unique opportunity to investors globally.
‘The US capital markets are the largest in the world and include sophisticated investors with large investments in similar public companies within our industry. We look forward to the opportunity to demonstrate our industry leading operations in the emerging global hub for oil at the Port of Fujairah in the UAE. This transaction enables BPGIC to continue its exciting growth and accelerate future opportunities.’
Bryant Edwards, COO and director of Twelve Seas, adds: ‘This transaction represents an exciting opportunity for foreign public investors, and specifically those that invest in Nasdaq company stocks, to invest directly into the dynamic and growing oil and gas infrastructure sector within the UAE. Today’s announcement comes less than two months after the investment by the global investment firms of KKR and Blackrock, who purchased cash flow streams derived from national pipelines in the UAE. Through BPGIC’s NASDAQ listing, investors can have a direct ownership interest in an exciting company with exposure to the same growing oil and gas infrastructure in the UAE.’
Check out our April/May edition for an exclusive interview about the second phase of BPGIC’s storage terminal in Fujairah.