Expro, a leading provider of energy services, has entered into a definitive agreement (subject to customary closing conditions and working capital adjustments) to acquire Coretrax, a technology leader in performance drilling tools and wellbore cleanup, well integrity and production optimization solutions, from an investment group led by Buckthorn Partners.
Total consideration to be paid at closing is approximately $210 million, including at least $75 million of cash and up to 6.75 million newly issued Expro common shares. The cash component of the proposed transaction may be increased at Expro’s election, and the notional value of any equity consideration will be unitized based on Expro’s thirty trading day volume weighted average price (“VWAP”) prior to closing, which is expected to occur in the second quarter of 2024. Excluding possible cost and revenue synergies, total consideration is approximately 4.7x Coretrax’s estimated 2024 Adjusted EBITDA. Expro is targeting up to $10 million of annual run-rate cost synergies to be achieved in the first 18 months.
The acquisition of Coretrax will enable Expro to expand its portfolio of cost-effective, technology-enabled Well Construction and Well Intervention & Integrity solutions, particularly across the North and Latin America (NLA), Europe and Sub-Saharan Africa (ESSA) and Middle East and North Africa (MENA) regions. Building on Coretrax’s successful 15-year history, the acquisition will accelerate the availability of the company’s innovative, high value-adding tools by leveraging Expro’s global operating footprint.
Within Well Construction, the combination of Coretrax’s field proven technology offering with Expro’s existing drilling optimization portfolio provides a comprehensive solutions toolbox. These solutions include the DAV-MX downhole circulation tool, the HyPR Holesaver hydraulic pipe recovery system, and the Activated Drilling Scrapper (ADS) debris recovery system. Within Well Intervention & Integrity, Coretrax’s brings its best-in-class expandables business, which includes the only expandables solution that can be deployed on any of three conveyance systems (coil tubing, wireline or drill pipe).
Michael Jardon, Expro Chief Executive Officer, said:
“We are thrilled to announce our proposed acquisition of Coretrax, and look forward to welcoming John Fraser and his teammates to the Expro family. Coretrax has a complementary offering to Expro with little overlap and will bolster the portfolio of technology-enabled services and solutions offered through our Well Construction and Well Intervention & Integrity product lines, adding significant value to our clients from innovative technologies that reduce risk and cost, optimize drilling efficiency, extend the life of existing well stock, and optimize production.
“The integration of Coretrax’s leading technologies will strengthen our foothold in ESSA and MENA where both companies have strong, established positions, and is expected to open new avenues for growth in NLA and Asia-Pacific. We look forward to leveraging the complementary capabilities and customer relationships of Expro and Coretrax to deliver additional value to our customers and other stakeholders."
John Fraser, CEO at Coretrax said:
“I’m excited about the opportunities the acquisition brings for Coretrax and our team. The synergies between our respective technology portfolios will enable us to grow our market share while significantly increasing our capabilities to tackle the most complex well challenges. We are proud of the innovation-led approach, strong customer base and performance history that we developed over the last 15 years, and we look forward to joining forces with Expro to create greater value for our customers globally.”
Wells Fargo Securities, LLC is serving as financial advisor to Expro and CMS Cameron McKenna Nabarro Olswang LLP is acting as legal counsel on the transaction.
Evercore is serving as financial advisor, Blackwoods is acting as legal counsel to Coretrax, and Sidley Austin is acting as legal counsel to Buckthorn Partners on the transaction.