ADES subsidiary to acquire Shelf Drilling for SAR 1.4B

ADES International Holding Ltd., a subsidiary of ADES Holding Co., signed an agreement to acquire all issued and outstanding shares of Shelf Drilling Ltd. through a cash merger governed by the laws of the Cayman Islands, under which Shelf Drilling will remain a surviving entity.

In a statement to Tadawul, the company said the transaction is valued at approximately SAR 1.42 billion ($379 million), reflecting a fully diluted equity value based on a price of NOK 14 per share in Shelf Drilling.

Once completed, all Shelf Drilling shares will be cancelled in exchange for NOK 14 per share in cash, in line with the terms of the merger plan signed by Shelf Drilling, ADES, and ADES International. Following the transaction, Shelf Drilling will become a wholly owned subsidiary of ADES, and its shares will be delisted from the Oslo Stock Exchange.

ADES stated that the acquisition will be funded through its existing credit facilities. The company described the transaction as a strategic step toward establishing a global leader in the shallow-water drilling segment, with the combined entity operating a fleet of 83 offshore jack-up rigs, including 46 premium units. The addition of 33 rigs through the merger is expected to strengthen ADES’s position and expand its presence into new markets.

The company said the merger would create a reliable global partner for shallow-water drilling clients across key regions, backed by decades of experience and a shared focus on safety and operational excellence. By combining client bases, assets, and corporate infrastructure, ADES aims to build a more integrated and efficient organization. The company expects the deal to improve earnings visibility and stabilize cash flow, supported by a total backlog of SAR 35.44 billion ($9.45 billion) as of June 30.

ADES said the transaction is expected to enhance earnings per share and free cash flow, ultimately delivering stronger returns for shareholders. It also expects to achieve annual operating cost synergies of SAR 150 million to SAR 188 million ($40 million to $50 million) over the medium term, though integration costs will also be incurred.

The company confirmed that it will strengthen the group’s expanded capital structure by maintaining a disciplined approach to cost and efficiency, supported by strong financials and combined cash flow. As part of the merger, ADES will repay all of Shelf Drilling’s outstanding debt obligations.

The deal is subject to approval by Shelf Drilling’s extraordinary general meeting, regulatory clearance, and customary closing conditions. Founded in 2012, Shelf Drilling is a global offshore drilling contractor focused on shallow-water operations, with rigs

operating across the Middle East, Southeast Asia, India, West Africa, the Mediterranean and the North Sea.

ADES expects to close the transaction in the fourth quarter of 2025. Upon completion, it will also redeem Shelf Drilling’s outstanding senior bonds issued in the US and Norway, which have a combined face value of approximately $1.3 million.