Norwegian ocean-bottom seismic specialist Magseis entered into a $233 million deal to acquire the Seismic Technologies business from Fairfield Geotechnologies.
"Magseis will acquire the Seismic Technologies business from Fairfield comprising data acquisition, nodal and system sale & rental activities, including all shares in Fairfield's wholly owned U.K. subsidiary WGP Group," said a press release from the company.
The name of the new business will be Magseis Fairfield. Fairfield Geotechnologies will remain privately held by the Sugahara family through Fairfield-Maxwell and focus its efforts on data licensing and data processing, as well as imaging, data analytics and data interpretation.
The parties have agreed that the purchase price payable by Magseis shall be based on an enterprise value for the Business of approximately USD 233 million, which comprises a combination of cash and Magseis shares.
In addition, Fairfield-Maxwell will receive five year warrants and certain rights under an earn-out payment mechanism related to a project in the Al Shaheen Oil Field located in Qatar. The final purchase price will be subject to closing working capital adjustments.
Fairfield Seismic Technologies is a leading provider of marine ocean bottom nodal (OBN) seismic systems. The Business has performed 45 OBN surveys globally since 2005 and owns an extensive portfolio of intellectual property for both OBS, land and permanent reservoir monitoring solutions. Headquartered in Houston, the Business has approximately 230 full-time employees and 250 contracted personnel.
Byron Sugahara, Chairman of Fairfield-Maxwell Ltd, the owner of Fairfield, said, “Through Fairfield-Maxwell, my family has owned and invested in Fairfield Geotechnologies for more than 40 years. We are excited to become Magseis Fairfield’s largest shareholder given our positive outlook on the seismic services industry and confidence in the combined management team. We are also pleased that the transaction will provide Fairfield-Maxwell additional capital for potential reinvestment in Fairfield Geotechnologies’ remaining data licensing and data processing business.”
The Chairman, CEO and President of Fairfield, Charles W. (Chuck) Davison, has been proposed as the new Chairman of the Board of Directors of Magseis upon completion of the Transaction. Anthony Dowd, President and CEO of Fairfield-Maxwell Ltd, has been proposed as a member of Magseis' nomination committee.