Gibson Energy will acquire all of the issued and outstanding common stock of the parent holding company of US-based OMNI Energy Services, a provider of environmental and production services, for a total consideration of $445m.
At the closing of the sale Gibson expects OMNI to have a working capital of $43.5m, with no debt and no cash.
The OMNI acquisition will add 1,091 employees to the Gibson team, including management and operations groups.
After the closing of the aquisition Gibson will increase its quarterly dividend rate to $0.26 per common share, which is a 4% rise from the last quarterly rate and will result in a new annualised dividend of $1.04.
Gibson has also agreed to sell, on a bought deal basis, an aggregate of 15,840,000 subscription receipts at a price of $22.10 per receipt for gross proceeds of approximately $350m.
A syndicate of investment dealers co-led by BMO Capital Markets and RBC Capital Markets, with BMO Capital Markets acting as sole book-runner, will offer subscription receipts.
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By GlobalDataGibson Energy president and chief executive officer Stewart Hanlon said the latest acquisition, along with the Hardisty Terminal expansion, is in line with the company’s business strategy.
"OMNI broadens Gibson’s footprint in most of the major US liquids focused basins, provides the scale we believe is required to grow the environmental services business in North America, expands upon the Palko Environmental acquisition in December of 2011 and adds new customers in the US to whom we can promote the rest of the Gibson product suite," said Hanlon.
"We are witnessing first hand, industry trends including increasing water-based horizontal well fracs, higher residual water production and increased environmental and regulatory scrutiny and are extremely excited about the opportunities the OMNI acquisition affords in light of these trends.
"OMNI comes with a strong management team, a significant growth profile and a substantial opportunity to expand the current Gibson suite of offerings to new geographies as well as to OMNI’s current customers," Hanlon added.
Gibson Energy chief financial officer Don Fowlis said, "The $350m subscription receipt offering announced today, along with cash on our balance sheet and capacity under our revolving credit facility, provides financing certainty for this acquisition."
Subject to customary approvals, the transaction is expected to close on 31 October 2012.
