THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
For
immediate release
Acuren Corporation (formerly
known as Admiral Acquisition Limited)
ACQUISITION OF ACUREN
COMPLETED
30 July 2024 - Acuren Corporation
(formerly known as Admiral Acquisition Limited) (LSE: ADMR / ADMW)
(the "Company") is pleased
to announce that it has completed its acquisition of ASP Acuren
Holdings, Inc. ("Acuren"),
a market leading North American testing, inspection and
certification ("TIC")
provider of critical asset integrity services, from funds advised
by American Securities LLC, for approximately $1.85 billion. In
connection with the closing of the transaction, the Company has
been renamed Acuren Corporation.
The transaction was funded through a
combination of cash on hand, debt proceeds of a $775 million senior
loan facility and equity proceeds of approximately $675 million
from a private placement of ordinary shares to a limited group of
investors and exercises of warrants in exchange for ordinary
shares. The ordinary shares were issued at $10.00 per ordinary
share, resulting in the Company having a total issued share capital
of 121,412,515 ordinary shares and 1,000,000 founder preferred
shares and 18,264,876 remaining warrants outstanding exercisable
for an aggregate of 4,566,219 ordinary shares. Following the
completion of the transaction, the Company will have a net leverage
ratio of approximately 3.7x adjusted EBITDA for the LTM period
ended 24 March 2024, calculated in accordance with the senior loan
facility agreement.
Talman Pizzey, CEO of Acuren
commented, "We are thrilled to embark on
this new chapter as a public company, strengthened by the addition
of our newly appointed board of directors led by Sir Martin E.
Franklin and Robert A.E. Franklin. This transaction marks a
significant milestone in our journey, enhancing our ability to
drive growth within the TIC industry. Our robust capital structure
and strategic vision position us to seize new opportunities and
continue our trajectory of success."
Robert A.E. Franklin, Co-Founder and
Co-Chairman of the Company commented, "Martin and I are excited to
partner with Acuren's leadership team and support the growth and
development of the company into the future. We are focused on
building upon Acuren's track record of organic growth, complemented
by accretive M&A to grow within the asset integrity market and
within the broader TIC sector to generate long-term value for
stakeholders."
The Company also announces the
composition of its board of directors in connection with the
closing of the transaction. Sir Martin E. Franklin and Robert A.E.
Franklin will act as Co-Chairmen of the Company, Rory Cullinan will
continue as the Company's lead independent director and Talman
Pizzey, CEO of Acuren, has been appointed CEO of the Company and
has joined the board of directors. They have been joined by James
E. Lillie, Co-Chair of APi Group, Inc., Peter Hochfelder,
Co-Founder of Brahman Capital, Elizabeth Meloy Hepding, senior vice
president, Strategy and Corporate Development at Ingersoll Rand,
and Antoinette Bush, Director of Ares Management Corporation and
Senior Advisor to News Corp. Melanie Stack and Thomas Milroy
stepped down from the Company's board on closing of the
transaction.
The listing of the Company's
ordinary shares and warrants on the Official List of the Financial
Conduct Authority and trading on the London Stock Exchange (the
"LSE") was suspended with
effect from the start of trading today. The Company gave notice of
its intention to cancel the listing of the Company's ordinary
shares and warrants on the Official List of the Financial Conduct
Authority and trading on the LSE on 19 July 2024 and
it's anticipated that the cancellation of listing will become
effective at 8.00 am on Monday, 19 August 2024.
The Company expects to list its ordinary shares on the New
York Stock Exchange under the symbol TIC and change its
jurisdiction of incorporation to Delaware in connection with the
NYSE listing.
Jefferies acted as lead financial
advisor and lead capital markets advisor on the acquisition, lead
placement agent on the private placement of ordinary shares and
joint lead arranger on the senior loan facility. Citi and UBS
Investment Bank acted as joint lead arrangers on the senior loan
facility. UBS Investment Bank also acted as financial advisor
on the acquisition. Greenberg Traurig LLP acted as legal advisor to
the Company on the acquisition, private placement of ordinary
shares and the senior loan facility. Weil,
Gotshal & Manges LLP acted as legal advisor to Acuren and
American Securities LLC.
About Acuren
Acuren is a leading North American
provider of critical asset integrity services. Acuren provides
mission critical, regulatorily-mandated, nondestructive testing,
inspection and engineering & lab testing services across a
variety of industrial end markets. Acuren operates across three
service lines: Nondestructive Testing ("NDT"), Rope Access Technician solutions
("RAT") and Engineering and
Lab Testing. NDT offerings include breadth of nondestructive
testing services including conventional, advanced and tech-enabled
NDT. RAT offerings include a full suite of rope access
technician offerings including inspection, repair and specialty
craft services. Engineering and Lab Testing offerings include
materials engineering and lab testing services.
Enquiries:
Ed Hammond
ed@collectedstrategies.com
(917) 346-6841
Dan Moore
dan@collectedstrategies.com
(201) 675-0906
IMPORTANT NOTICES
Neither the content of the Company's website
nor Acuren's website, nor any website accessible by hyperlinks on
either of those websites is incorporated in, or forms part of, this
announcement.
FORWARD LOOKING STATEMENTS AND DISCLAIMERS
This announcement does not constitute or form
part of any offer or invitation to purchase, otherwise acquire,
issue, subscribe for, sell or otherwise dispose of any securities,
nor any solicitation of any offer to purchase, otherwise acquire,
issue, subscribe for, sell, or otherwise dispose of any securities
in the United States or in any other jurisdiction. Securities may
not be offered or sold in the United States absent registration or
an exemption from registration. Any public offering of securities
to be made in the United States will be made by means of a
prospectus that may be obtained from the issuer and will contain
detailed information about the company and management, as well as
financial statements.
The release, publication or distribution of
this announcement in certain jurisdictions may be restricted by law
and therefore persons in such jurisdictions into which this
announcement is released, published or distributed should inform
themselves about and observe such restrictions.
Certain statements in this announcement are
forward-looking statements which are based on the Company's
expectations, intentions and projections regarding the Company's
future performance, anticipated events or trends and other matters
that are not historical facts, including: (i) intentions regarding
changing its jurisdiction of incorporation, filing a registration
statement with the SEC and relisting on the NYSE; (ii) expectations
regarding the future operating and financial performance of the
Company; (iii) expectations regarding the Company's growth
prospects and the founder team's role in its growth and expansion
plans; and (iv) intentions to capitalise on strategic opportunities
to expand. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements, including: (i) economic and market
conditions, competition, operating difficulties and other risks
that may affect the Company's future performance; (ii) the risk
that securities markets will react negatively to the transaction or
other actions by the Company following completion of the
transaction; (iii) the risk that the transaction disrupts current
plans and operations as a result of the consummation of the
transaction described herein; (iv) the ability to recognise the
anticipated benefits of the transaction and of the Company to take
advantage of strategic opportunities; (v) costs related to the
transaction; (vi) the limited liquidity and trading of the
Company's securities; (vii) the ability of the Company to
successfully effect a listing on the NYSE; (viii) the Company's
ability to drive growth and to sustain such growth; (ix) changes in
applicable laws or regulations (or the interpretation thereof); (x)
the possibility that the Company may be adversely affected by other
economic, business, and/or competitive factors; and (xi) other
risks and uncertainties.
Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements may, and
often do, differ materially from actual results. Forward-looking
statements speak only as of the date of such statements and, except
as required by applicable law or regulation, the Company undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. Nothing in this announcement constitutes or should be
construed as constituting a profit forecast.
Legal Entity Identifier (LEI):
213800ZDFRNC8QXEZ481