REG - Admiral Acquisition - Acquisition of Acuren completed

AcurenAnnouncement

30/07/2024 17:45

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RNS Number : 4643Y  Admiral Acquisition Limited  30 July 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

For immediate release

Acuren Corporation (formerly known as Admiral Acquisition Limited)

ACQUISITION OF ACUREN COMPLETED

30 July 2024 - Acuren Corporation (formerly known as Admiral Acquisition
Limited) (LSE: ADMR / ADMW) (the "Company") is pleased to announce that it has
completed its acquisition of ASP Acuren Holdings, Inc. ("Acuren"), a market
leading North American testing, inspection and certification ("TIC") provider
of critical asset integrity services, from funds advised by American
Securities LLC, for approximately $1.85 billion. In connection with the
closing of the transaction, the Company has been renamed Acuren Corporation.

The transaction was funded through a combination of cash on hand, debt
proceeds of a $775 million senior loan facility and equity proceeds of
approximately $675 million from a private placement of ordinary shares to a
limited group of investors and exercises of warrants in exchange for ordinary
shares. The ordinary shares were issued at $10.00 per ordinary share,
resulting in the Company having a total issued share capital of 121,412,515
ordinary shares and 1,000,000 founder preferred shares and 18,264,876
remaining warrants outstanding exercisable for an aggregate of 4,566,219
ordinary shares.  Following the completion of the transaction, the Company
will have a net leverage ratio of approximately 3.7x adjusted EBITDA for the
LTM period ended 24 March 2024, calculated in accordance with the senior loan
facility agreement.

Talman Pizzey, CEO of Acuren commented, "We are thrilled to embark on this new
chapter as a public company, strengthened by the addition of our newly
appointed board of directors led by Sir Martin E. Franklin and Robert A.E.
Franklin. This transaction marks a significant milestone in our journey,
enhancing our ability to drive growth within the TIC industry. Our robust
capital structure and strategic vision position us to seize new opportunities
and continue our trajectory of success."

Robert A.E. Franklin, Co-Founder and Co-Chairman of the Company commented,
"Martin and I are excited to partner with Acuren's leadership team and support
the growth and development of the company into the future.  We are focused on
building upon Acuren's track record of organic growth, complemented by
accretive M&A to grow within the asset integrity market and within the
broader TIC sector to generate long-term value for stakeholders."

The Company also announces the composition of its board of directors in
connection with the closing of the transaction. Sir Martin E. Franklin and
Robert A.E. Franklin will act as Co-Chairmen of the Company, Rory Cullinan
will continue as the Company's lead independent director and Talman Pizzey,
CEO of Acuren, has been appointed CEO of the Company and has joined the board
of directors. They have been joined by James E. Lillie, Co-Chair of APi Group,
Inc., Peter Hochfelder, Co-Founder of Brahman Capital, Elizabeth Meloy
Hepding, senior vice president, Strategy and Corporate Development at
Ingersoll Rand, and Antoinette Bush, Director of Ares Management Corporation
and Senior Advisor to News Corp. Melanie Stack and Thomas Milroy stepped down
from the Company's board on closing of the transaction.

The listing of the Company's ordinary shares and warrants on the Official List
of the Financial Conduct Authority and trading on the London Stock Exchange
(the "LSE") was suspended with effect from the start of trading today. The
Company gave notice of its intention to cancel the listing of the Company's
ordinary shares and warrants on the Official List of the Financial Conduct
Authority and trading on the LSE on 19 July 2024 and it's anticipated that the
cancellation of listing will become effective at 8.00 am on Monday, 19 August
2024.  The Company expects to list its ordinary shares on the New York Stock
Exchange under the symbol TIC and change its jurisdiction of incorporation to
Delaware in connection with the NYSE listing.

Jefferies acted as lead financial advisor and lead capital markets advisor on
the acquisition, lead placement agent on the private placement of ordinary
shares and joint lead arranger on the senior loan facility. Citi and UBS
Investment Bank acted as joint lead arrangers on the senior loan facility.
UBS Investment Bank also acted as financial advisor on the acquisition.
Greenberg Traurig LLP acted as legal advisor to the Company on the
acquisition, private placement of ordinary shares and the senior loan
facility. Weil, Gotshal & Manges LLP acted as legal advisor to Acuren and
American Securities LLC.

About Acuren

Acuren is a leading North American provider of critical asset integrity
services. Acuren provides mission critical, regulatorily-mandated,
nondestructive testing, inspection and engineering & lab testing services
across a variety of industrial end markets. Acuren operates across three
service lines: Nondestructive Testing ("NDT"), Rope Access Technician
solutions ("RAT") and Engineering and Lab Testing. NDT offerings include
breadth of nondestructive testing services including conventional, advanced
and tech-enabled NDT.  RAT offerings include a full suite of rope access
technician offerings including inspection, repair and specialty craft
services.  Engineering and Lab Testing offerings include materials
engineering and lab testing services.

Enquiries:

Ed Hammond

ed@collectedstrategies.com

(917) 346-6841

 

Dan Moore

dan@collectedstrategies.com

(201) 675-0906

IMPORTANT NOTICES

Neither the content of the Company's website nor Acuren's website, nor any
website accessible by hyperlinks on either of those websites is incorporated
in, or forms part of, this announcement.

FORWARD LOOKING STATEMENTS AND DISCLAIMERS

This announcement does not constitute or form part of any offer or invitation
to purchase, otherwise acquire, issue, subscribe for, sell or otherwise
dispose of any securities, nor any solicitation of any offer to purchase,
otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any
securities in the United States or in any other jurisdiction. Securities may
not be offered or sold in the United States absent registration or an
exemption from registration. Any public offering of securities to be made in
the United States will be made by means of a prospectus that may be obtained
from the issuer and will contain detailed information about the company and
management, as well as financial statements.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe such restrictions.

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
the Company's future performance, anticipated events or trends and other
matters that are not historical facts, including: (i) intentions regarding
changing its jurisdiction of incorporation, filing a registration statement
with the SEC and relisting on the NYSE; (ii) expectations regarding the future
operating and financial performance of the Company; (iii) expectations
regarding the Company's growth prospects and the founder team's role in its
growth and expansion plans; and (iv) intentions to capitalise on strategic
opportunities to expand. These statements are not guarantees of future
performance and are subject to known and unknown risks, uncertainties and
other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including: (i)
economic and market conditions, competition, operating difficulties and other
risks that may affect the Company's future performance; (ii) the risk that
securities markets will react negatively to the transaction or other actions
by the Company following completion of the transaction; (iii) the risk that
the transaction disrupts current plans and operations as a result of the
consummation of the transaction described herein; (iv) the ability to
recognise the anticipated benefits of the transaction and of the Company to
take advantage of strategic opportunities; (v) costs related to the
transaction; (vi) the limited liquidity and trading of the Company's
securities; (vii) the ability of the Company to successfully effect a listing
on the NYSE; (viii) the Company's ability to drive growth and to sustain such
growth; (ix) changes in applicable laws or regulations (or the interpretation
thereof); (x) the possibility that the Company may be adversely affected by
other economic, business, and/or competitive factors; and (xi) other risks and
uncertainties.

Given these risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements may, and often do, differ materially from actual results.
Forward-looking statements speak only as of the date of such statements and,
except as required by applicable law or regulation, the Company undertakes no
obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. Nothing in
this announcement constitutes or should be construed as constituting a profit
forecast.

Legal Entity Identifier (LEI): 213800ZDFRNC8QXEZ481

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