ADMR Acuren Corporation

THIS ANNOUNCEMENT (INCLUDING THE ANNEX) 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

Admiral Acquisition Limited

Admiral launches syndicated debt offering and reports Acuren's first quarter results

10 July 2024 - Admiral Acquisition Limited (LSE: ADMR / ADMW) ("Admiral") today announced the launch of the syndication of the committed loan facilities to fund a portion of the consideration for its previously announced definitive agreement to acquire 100% of ASP Acuren Holdings, Inc., the ultimate parent company of Acuren ("Acuren" or the "Company"), a leading North American provider of critical asset integrity services in a transaction valued at approximately $1.85 billion, reflecting approximately 9.7x 2024E Estimated Adjusted EBITDA of approximately $190 million, subject to customary closing conditions (the "Transaction").  

Admiral is also releasing unaudited first quarter financial results of Acuren of approximately $220 million in revenue and $32 million of adjusted EBITDA for the quarter ended 24 March 2024, compared to $219 million and $27 million, respectively, for the quarter ended 26 March 2023. Further information about Acuren's unaudited first quarter results are set out in the Annex to this announcement.

Robert A.E. Franklin, co-founder of Admiral commented, "As we head towards closing this transaction, we continue to be pleased by the progress of the business and encouraged by the team's outlook for the remainder of the year.  The team continues to work towards completing the transaction at the end of July and initiate our relisting process with the NYSE, which we anticipate will take place in the fourth quarter."

Talman Pizzey, CEO of Acuren commented, "During the first half of 2024, our business performed to plan which reflects continued earnings and margin progression compared to the prior year.  We believe we are on track to achieve our 2024 estimated EBITDA of $190 million.  We are extremely excited to debut Acuren as a public company and are looking forward to building the business into a world-class TICC company."

The purchase consideration payable in connection with the Transaction is expected to be funded from debt proceeds of a $725 million senior loan facility, Admiral's existing cash of approximately $560 million and equity proceeds of approximately $690 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 will be issued at $10.00 per ordinary share.

Jefferies is acting as lead arranger with Citi and UBS Investment Bank acting as joint arrangers on the debt financing. 

About Admiral Acquisition Limited

Admiral Acquisition Limited (LSE: ADMR / ADMW) is a publicly-listed acquisition vehicle that was formed in May 2023 to undertake an acquisition of a target company or business. Admiral is expected to change its name at closing of the Transaction to Acuren Corporation.

About Acuren

Acuren is a leading North American provider of critical asset integrity services. Acuren provides mission critical, regulatorily-mandated, non-destructive testing, inspection and engineering & lab testing services across a variety of industrial end markets. Acuren operates across three service lines: Non-destructive Testing ("NDT"), Rope Access Technician Solutions ("RAT") and Engineering and Lab Testing. NDT offerings include breadth of non-destructive 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

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction.

Neither the content of Admiral's website nor the Company'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.

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 Admiral'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) expectations regarding the anticipated closing date of the Transaction; (ii) intentions regarding changing its jurisdiction of incorporation, filing a registration statement with the SEC and relisting on the NYSE; (iii) expectations regarding the future operating and financial performance of the Company; (iv) expectations regarding the Company's growth prospects and the Admiral team's role in its growth and expansion plans; (v) intentions to capitalise on strategic opportunities to expand; and (vi) expectations regarding funding of the Transaction. 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 and/or Admiral's future performance; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement entered into among the parties thereto in connection with the Transaction; (iii) the risk that securities markets will react negatively to the Transaction or other actions by Admiral, the Company and/or the combined company after completion of the Transaction; (iv) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction described herein; (v) the ability to recognise the anticipated benefits of the Transaction and of the Company to take advantage of strategic opportunities; (vi) costs related to the Transaction; (vii) the limited liquidity and trading of Admiral's securities; (viii) the ability of Admiral to successfully effect a listing on the NYSE; (ix) the Company's ability to drive growth and to sustain such growth; (x) Admiral's ability to raise additional proceeds on acceptable terms; (xi) changes in applicable laws or regulations (or the interpretation thereof); (xii) the possibility that Admiral and/or the Company may be adversely affected by other economic, business, and/or competitive factors; and (xiii) 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, neither Admiral nor the Company undertake any 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.

Financial information

The unaudited financial information contained herein is derived from the historical financial statements of Rockwood Service Corporation ("Rockwood"), an indirect wholly-owned subsidiary of the Company. Rockwood's historical financial statements have historically been prepared based on US GAAP applicable to private companies. The Company is solely a holding company for Rockwood and there is no material business activity at the level of the Company.  Rockwood is the main operating entity of the business, and all of the operations of the underlying business occur at Rockwood and its subsidiaries.

Use of projections

This announcement contains financial projections for Rockwood. Rockwood's auditors have not audited, reviewed, compiled or performed any procedures with respect to the FY 2024 revenue projections or the FY 2024 adjusted EBITDA projections for the purpose of their inclusion in this announcement, and, accordingly, no such auditors have expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this announcement. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the projected information are inherently uncertain and are subject to a wide variety of significant business, regulatory, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projected information. Even if the assumptions and estimates are correct, projections are inherently uncertain due to a number of factors outside of Admiral's or the Company's control. Inclusion of the projected information in this announcement should not be regarded as a representation by any person, including, without limitation, Admiral or the Company, that the results contained in the projected information will be achieved.

Legal Entity Identifier (LEI): 213800ZDFRNC8QXEZ481

Annex

Unaudited First Quarter Results of Acuren

Unaudited Financial Information on Rockwood Service Corporation

The table below contains summary consolidated unaudited financial information of Rockwood Service Corporation ("Rockwood"), an indirect wholly-owned subsidiary of the Company, including profit and loss information, balance sheet information (highlighting net assets and liabilities) and relevant cash flow information, for the first quarters ended 24 March 2024 and 26 March 2023. The Company is solely a holding company for Rockwood and there is no material business activity at the level of the Company.  Rockwood is the main operating entity of the business, and all of the operations of the underlying business occur at Rockwood and its subsidiaries.

Historic Unaudited Financial Information on Rockwood - As Adjusted

Throughout the course of buyside financial diligence, Admiral has identified a number of adjustments to EBITDA which Admiral believes presents a more normalised view of the business.  Supporting detail and explanation are below:

1.   Adjustment includes equity-based compensation being paid at Closing and management fees of the Seller.

2.   Adjustment includes transaction costs and costs to integrate acquisitions completed by Rockwood prior to the Acquisition.

3.   Adjustment includes restructuring, reorganization and unusual severance costs incurred by Rockwood not expected to recur.

4.   Adjustment includes normalization of bad debt and incentive expenses, currency adjustments and run rate adjustments.

5.   Adjustment includes non-recurring and non-operating expenses.

Key Differences in Accounting Policies

Rockwood's financial statements are in accordance with accounting principles generally accepted in the US ("U.S. GAAP") under AICPA (American Institute of Certified Public Accountants) standards for non-public entities. Admiral's financial statements are in accordance with U.S. GAAP for public companies.  The key differences in accounting policies relate to segment reporting and disclosure, accounting for leases and accounting for intangible assets.

·      Segment reporting and disclosures: As a public company, Admiral is required to have more robust and detailed disclosures, including segment reporting. Currently Rockwood does not prepare or disclose segment financials. Admiral's expects to disclose Rockwood as one business segment in Admiral's financials, pending discussion with its auditor. Note that this item is related to disclosure only and will not have an impact the Rockwood results or financial condition.

·      Accounting for leases:  Rockwood uses the risk-free rate to discount future lease payments and recognize ROU lease balances for operating leases and finance leases, in accordance with AIPCA standards for non-public entities. Under PCAOB standards, Admiral may need to update the discount rate to what is "implicit in the lease whenever that rate is readily determinable; if such rate is not readily determinable, then the incremental borrowing rate". Impact to the Rockwood financial statements has not yet been determined but is not expected to be material. For reference, as of 31 December 2023, ROU finance lease liability was $29.2 million and ROU operating lease liability is $24.7 million. Finance lease expenses were $11.3 million in FY23, and operating lease expenses were $12.1 million in FY23.

·      Accounting for intangible assets: As a private company, Rockwood uses qualitative assessment approach to evaluate goodwill impairment. Under PCAOB standards, Admiral will be required to reassess historical goodwill impairment applying both qualitative and quantitative considerations. This revised historical assessment approach is not expected to result in material changes to the financial statements however Admiral has not yet performed any procedures in this area.  Importantly, this historical assessment does not impact the value of the current business or the expected goodwill amounts reflecting Admiral's purchase of Rockwood.

10 July 2024