OSD is a leading engineering, operations and commercial services provider that provides whole of life services to asset owners in a range of market sectors including oil & gas, pipelines & facilities, process & refining, water & hydrotransport.
OSD’s Vision: to be the mid-tier engineering and operations services provider of choice.
OSD’s Mission: Delivery focussed, fit for purpose engineering and asset services company providing Outstanding Service Delivery
We are proud to be classified as a mid-tier player and use this to our advantage. We have the expertise, processes and systems in place to ensure safe consistent quality, yet have the flexibility and fit for purpose mindset to ensure we meet our clients needs and add value to their business.
The Board of LogiCamms Limited (ASX: LCM) is pleased to announce the signing of a binding Share Sale and Purchase Agreement with OSD Pty Limited under which the companies have agreed to a proposed merger to create a strong ASX-listed mid-tier engineering business with more than 550 employees and forecast pro forma FY19 normalised EBITDAI of approximately $6.7 million.
The Directors unanimously recommend LogiCamms shareholders vote in favour of the proposed merger, in the absence of a superior proposal and subject to an independent expert concluding that the merger is fair or reasonable to LogiCamms shareholders.
The proposed merger will create a strong ASX-listed mid-tier engineering, project delivery, technology, asset services and training group with specialist offerings across a range of industries throughout Australia, New Zealand and the Pacific.
Current LogiCamms shareholders will own 41% and current OSD shareholders will own 59% of the merged business.
OSD is a respected multi-discipline engineering services business with a strong pedigree and track record, long term client relationships and experienced senior management with their own capital invested in the business.
The combined business will have pro forma forecast FY19 revenue of approximately $120 million and pro forma forecast FY19 normalised EBITDAI of approximately $6.7 million. As of January 2019, the combined businesses had aggregate work in hand of $57 million.
Upon completion, LogiCamms will have a significantly strengthened balance sheet, benefiting from OSD’s net cash at 22 March 2019 of approximately $6.9 million.
The merger combines complementary expertise, aligned cultures and operating methods, and creates an expanded client base and greater capability to win and service larger and more complex projects.
LogiCamms and OSD have identified initial cost synergies of approximately $3 million per annum with additional cost and revenue synergies expected over time. A detailed post-merger integration plan is being developed which will deliver better outcomes for employees and clients as well as shareholders.
The proposed merger is unanimously recommended by the Board of LogiCamms in the absence of a superior proposal and subject to an independent expert concluding that the merger is fair and/or reasonable to LogiCamms shareholders.
The directors of both LogiCamms and OSD have signed an agreement with an intention to merge our businesses. This is to create a larger, more capable and more competitive multidiscipline engineering, project delivery, technology, asset performance, operations and training service provider with 550 employees operating across Australia, New Zealand, the Pacific and PNG. The directors are certain this will be an exciting development for both companies as it positions the combined business to better serve you and our other clients into the future.
The merger rationale is to create an ASX-listed, leading specialist engineering and associated services group that enables us to execute larger and more complex project work, and to be more competitive with the synergies that bringing the two companies together provides.
The proposed merger has the strong support of the Directors of both our companies but does require formal approval of both sets of shareholders and the votes for this are expected to occur around May of this year. As such, the information in this message is of course conditional upon that process.
LogiCamms predecessor companies were established in 1988 and the company has been listed on the Australian Securities Exchange (ASX) since 2007. LogiCamms is a multidiscipline engineering, project delivery, technologies and asset performance company and has a training division, Competency Training. LogiCamms works predominantly in the oil & gas, mining, pipelines, infrastructure and defence industries and has a diverse multidisciplinary capability including a very strong heritage and reputation in Controls & Automation, Systems Integration and Electrical & Instrumentation.
OSD was established in 1992 and is a privately-owned company. OSD is a service provider in all aspects of oil and gas pipelines and facilities engineering, has a pipeline operations and maintenance division, a specialised pipeline training business, and has water and hydrotransport (slurry) expertise.
LogiCamms and OSD have complementary expertise and geographic presence. The companies also have common operating methods and, importantly, an aligned culture. The combined company will have a significantly strengthened capability to serve you and meet your business needs.
After approval, all OSD shareholders will convert their shares to LogiCamms shares. The merged company will trade as LogiCamms Ltd (and will remain listed on the Australian Securities Exchange), and the OSD name will remain for the combined company’s pipelines and associated facilities division.
A key message is that we will continue our service delivery in a “Business as Usual” way throughout. Detailed planning for the merger transition is already well under way to ensure that once final shareholder approvals are in place (expected about May 2019) we will implement an orderly and smooth merging of the companies. Our overriding objective for the merger transition is that it will have zero negative impacts on you and our other clients.
At the Board level, Peter Watson has confirmed his intention to retire from the Board of LogiCamms after almost seven years as Chair. It has been agreed that two current OSD Directors will be appointed to the merged entity’s Board, and those Directors are Linton Burns and Brian O’Sullivan. Brian will also continue his executive role in corporate development for the merged company. It has also been agreed that the other two Directors on the merged entity’s Board will be current LogiCamms Directors Richard Robinson and Charles Rottier, with Charles becoming the new Chair of the Board.
The current LogiCamms CEO, Chris O’Neill, will take on the role as CEO of the merged company. Linton Burns, currently the Managing Director of OSD will take on the key Executive role of Transition Manager.
The process of integrating our people and capabilities is planned to provide the best outcomes for our clients, and a reorganisation of reporting lines across the business will occur in due course. There will be a program of communication to ensure our clients are aware of any management changes on projects which we serve.
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Sustainability Pty Ltd (Sustainability), along with sub-consultant OSD Pty Ltd (OSD), has been awarded a contract by the European Bank for Reconstruction and Development (EBRD) to act as the Lender’s Technical, Environmental and Social Consultant (TESC) for the Bulgaria-Romania-Hungary-Austria (BRUA) gas pipeline.
As Lender’s consultant Sustainability will provide technical, environmental and social consultancy services for the BRUA pipeline project commencing from loan agreement through to successful commissioning and operations of the new gas transmission system, scheduled to run through to Q4 2020.
Sustainability will look at all aspects of the project and confirm that the pipeline and facilities are being delivered in accordance with international standards, ensuring the project is constructed in line with the principles and practices under the loan agreement and to ensure compliance with agreed project requirements between the lender, EBRD and state-owned construction contractor and operator, Transgaz.
The TESC delivery team includes leading pipeline engineer, OSD who will conduct the engineering and procurement components of the scope, supported by local Romanian specialists with extensive experience in the assessment and monitoring of the technical, environmental and social performance of oil and gas pipeline projects, both in Romania and internationally.
Heath Thorpe, Director – Health, Safety & Environment Sustainability Pty Ltd said “We are committed to leveraging our differentiated environmental consultation services and long track record working with the EBRD, to successfully support loan compliance during construction to close out of this key asset. Our experience in supporting the sustainable development of resource facilities spans the world and will help to ensure the BRUA project is delivered on time and in line with EBRD lender requirements.”
Keith Horstmann, Executive Director of OSD Pty Ltd, stated: “We are delighted to team with Sustainability to deliver this important assignment for EBRD. The technical component of the work compliments our track record of supporting lenders, investors and developers of pipeline infrastructure across the globe.”
On completion, the BRUA pipeline will carry 1.75 billion cubic metres of gas from Bulgaria and Romania to Austria towards the end of 2019 and 4.4 billion cubic metres of natural gas from 2022 onwards.