ADES International Holding Ltd, a subsidiary of Saudi Arabia based ADES Holding Company, has signed an agreement to acquire all issued and outstanding shares of UAE based Shelf Drilling Ltd by way of cash merger.
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Shelf Drilling on Wednesday announced that they have signed an agreement for a recommended offer under the laws of the Cayman Islands between ADES International Cayman, a wholly owned subsidiary of ADES and the Company.
At completion, all of the Company’s shares will be cancelled for a consideration in cash of NOK 14.00 (US$ 1.36) per share to the Shelf Drilling shareholders.
Following completion of the Transaction, Shelf Drilling will be wholly owned by ADES, and Shelf Drilling, Ltd. will be delisted from the Oslo Stock Exchange. The cash consideration per Shelf Drilling share corresponds to an equity value of Shelf Drilling of approximately NOK 3.9 billion, or around US$380 million.
The Transaction is approved and recommended by the board of directors of Shelf Drilling who, as part of its evaluation, has received a fairness opinion from Evercore concluding that the proposed Cash Consideration represents fair value for the Shelf Drilling shareholders.
In addition, the Transaction is supported with irrevocable commitments to vote in favor of the Transaction at an extraordinary general meeting of the Company provided by shareholders Castle Harlan and Perestroika as well as the Company’s CEO and CFO, and board members, together holding 15.0% of the outstanding shares in the Company.
Key transaction terms
- The Cash Consideration of NOK 14.00 per Shelf Drilling share corresponds to a fully diluted equity value of Shelf Drilling of approximately NOK 3.9 billion (approximately US$ 0.4 billion), and represents a premium of:
o 62% to the Shelf Drilling closing price of NOK 8.64 on 4 August 2025
o 56% to the volume weighted average price of NOK 8.98 over the last 1 month up to and including 4 August 2025 - The Transaction is expected to close in the fourth quarter of 2025 subject to customary closing conditions (as further described below), including approval by an extraordinary general meeting of Shelf Drilling’s shareholders.
- Shelf Drilling’s outstanding US senior notes and Norwegian bond will be called in conjunction with closing of the Transaction (total principal value of approximately US$ 1.3 billion).
- The Transaction is to be financed through ADES’s available credit facility.
Transaction rationale
- Establishes a strong global player in shallow-water drilling with a substantial fleet of 83 offshore jack-ups (including 46 premium units), following the addition of 33 jack-ups and entry into new regions through the Transaction
- Forms the go-to partner for shallow-water drilling customers across the world’s most attractive basins backed by decades of experience and a shared commitment to safety and performance
- Brings together complementary customer bases, assets and organizations
- Total combined backlog of US$ 9.45billion (as of 30 June 2025) provides strong cash-flow visibility
- ADES expects to realize annual operational cost synergies of US$ 40-50 million with gradual realization over the medium term, along with associated costs to achieve these synergies
- ADES will seek to optimize the enlarged group’s capital structure, efficiency and cost based on the strength of the combined balance sheets and cash flows. As such, ADES will settle Shelf Drilling’s existing debt obligations
- The Transaction is accretive to earnings per share and free cash flow for ADES, supporting strong returns for shareholders
Commenting on the Transaction, Dr. Mohamed Farouk, Chief Executive Officer of ADES, said: “We are truly delighted to announce our acquisition of Shelf Drilling. Over the past years we have unlocked new geographies and deepened our strategic reach. With this landmark transaction, we reinforce our position as a market leader in shallow-water offshore drilling, offering superior services to our client base alongside enhanced scale, asset quality, and operational reach. As part of the Transaction, we will add 33 jack-ups and a dedicated, experienced workforce, supporting expansion into additional regions and further strengthening our global footprint. The transaction is supported by Shelf Drilling’s $1.5billion firm backlog and $40-50 million of anticipated operational cost synergies, enhancing our global reach, providing access to key regions with solid growth prospects, and offering continuous value to our shareholders.
Greg O’Brien, CEO of Shelf Drilling, said: “Today’s announcement delivers immediate and compelling value to our shareholders, reflecting both the strength of our business and the dedication of our employees. Over the past 13 years, Shelf Drilling has built a resilient company with an outstanding safety track record and a reputation for operational excellence. I would like to thank the entire Shelf Drilling team for their exceptional contributions and commitment, which have been instrumental in shaping who we are today. This transaction unites two highly complementary organizations, and we are confident that the combination will unlock the full strategic value of our global fleet and operations. We look forward to working closely with the ADES team to ensure a seamless and successful integration.”
About ADES:
ADES Holding Company, headquartered in Al Khobar in the Kingdom of Saudi Arabia, is a global drilling services provider. ADES has over 8,000 employees and a fleet of 90 rigs across 13 countries, including 40 onshore drilling rigs, 48 jack-up offshore drilling rigs, one jack-up barge, and one mobile offshore production unit (“MOPU”).
About Shelf Drilling:
Shelf Drilling is an international shallow water offshore drilling contractor with rig operations across the Middle East, Southeast Asia, India, West Africa, the Mediterranean and the North Sea. Shelf Drilling was founded in 2012 and has established a strong reputation within its industry for its fit-for-purpose strategy and close working relationship with industry leading clients. The Company is incorporated under the laws of the Cayman Islands with corporate headquarters in Dubai, United Arab Emirates. The Company is listed on the Oslo Stock Exchange under the ticker “SHLF”.
Nnamdi Maduakor is a Writer, Investor and Entrepreneur
