Neptune Marine completes Tri-Surv acquisition

West Perth-based engineering services company Neptune Marine Services Ltd has completed the acquisition of Tri-Surv Pty Ltd, paying $16.4 million in cash and scrip for the specialist hydrographic surveying company.

The full text of a Neptune announcement is pasted below

Leading engineering services company Neptune Marine Services Limited (ASX: NMS) today announced that it has completed the acquisition of specialist hydrographic surveying company Tri-Surv Pty Ltd ("Tri-Surv") on 17th August 2007.

Neptune acquired all of the issued capital of Tri-Surv for $16.4 million up front, paid in $11,370,805 cash; 7,332,188 in fully paid ordinary shares at 64 cents each, and has agreed to grant 525,000 unlisted options to Tri-Surv employees under the company's employee incentive option scheme.

The options grant to employees, at the request of the founders of Tri-Surv, was in lieu of issuing shares.

In addition to the consideration paid at completion, Neptune will pay the Vendors 60% of Tri-Surv's EBIT under an earn-out arrangement for the next 3 years. The earn out will be paid 70% in cash and 30% in Neptune ordinary shares. All shares issued as part of the purchase price will be held in voluntary escrow for 12 months.

As part of the acquisition the three vendors of Tri-Surv, Mark Lindsay, Anthony Kerr and Bart Van Der Groen have agreed to remain with the company for a minimum of three years to continue to drive Neptune's expansion into marine survey and consulting work. Tri-Surv's 25 full time employees will also remain with the business.

Managing Director of Neptune, Christian Lange said, "We are pleased to have completed this acquisition and welcome the Tri-Surv team to Neptune. Tri-Surv brings a new service line to Neptune and further expands our capabilities in the oil & gas services sector.''

"Tri-Surv has an excellent blue chip customer base and their support for the transaction with Neptune has been very encouraging. This is a further endorsement that we are bringing an exceptionally strong business to Neptune, and have now assembled an outstanding suite of services.''

"As we have previously stated, the global hydrographic survey market is valued at $3 billion per annum, and with Neptune's expanding domestic and international footprint, we have the opportunity to build a significant presence in this market."

The Tri-Surv founders stated that, "The Tri-Surv team is looking forward to taking the business to the next stage of its growth as part of Neptune. We currently have a solid pipeline of projects to execute as well as a number of growth opportunities that we are pursuing. Now that we are part of Neptune, we hope to expand our customer relationships both in Australia and internationally. "

Funds for the acquisition were raised via the Company's recent successful institutional placement. The shares issued at completion of the acquisition were issued in accordance with shareholder approval obtained at the Company's EGM on 29 May 2007.