Costain picks up 75 per cent of the share capital of Aberdeen based ClerkMaxwell

Costain has acquired 75% of the share capital of Aberdeen based ClerkMaxwell. Costain is an international engineering and construction group. ClerkMaxwell is a front-end engineering and operations support services provider operating in the upstream oil & gas sector.

In addition, the Group has simultaneously entered into a call option, which will provide Costain with the ability to acquire the remaining 25% of the share capital exercisable between 26 April and 31 May 2011.

Commenting on the acquisition, Andrew Wyllie, Chief Executive of Costain, said the acquisition of ClerkMaxwell is in-line with Costain’s strategy of broadening its existing front-end consultancy, project delivery and operations and maintenance offering through a combination of organic development and acquisitions. Wyllie said ClerkMaxwell is a fast growing business and will add complementary capabilities to Costain’s existing operations in the oil and gas sector, enhancing the full-service offering Costain can provide to its blue-chip customers.
John Wilson, Managing Director of ClerkMaxwell, noted that Costain is the perfect home for ClerkMaxwell. Wilson reiterated that ClerkMaxwell will bring additional skills and reach to an already strong oil and gas capability and Costain's established customer base will provide a major opportunity for ClerkMaxwell to realize its ambition of becoming a market-leading provider of value adding, front end engineering services.

Initial consideration, including the exercise cost of the call option (if exercised), will be £3.2 million for 100% of ClerkMaxwell's share capital. For the year ended 31 December 2010, ClerkMaxwell reported EBITDA and profit before tax of £0.4 million and £0.3 million, respectively, on revenues of £4.0 million.

At 31 December 2010, ClerkMaxwell had gross assets of £1.1 million and is being acquired on a debt and cash free basis. The majority of ClerkMaxwell is being acquired from its senior management team and a private individual investor. The call option to acquire the remaining stake is between Costain and Meteor Investments.

ClerkMaxwell, all of whose senior management team and workforce of 50 people will remain with the business, will be integrated into the Group's Energy & Process division providing Costain with a full hydrocarbons value chain capability from upstream oil & gas, gas processing, LNG, gas storage through to downstream. The transaction also provides both companies with access to a larger and broader customer base.

ClerkMaxwell delivers front-end engineering and operations support services to blue-chip customers in the upstream oil and gas sector including Chevron, BG Group, TAQA, GDF SUEZ, Talisman Energy and ConocoPhillips.

8th April 2011