ODFJELL TECHNOLOGY LTD OTL Innsideinformasjon

Odfjell Technology to Acquire Majority Stake in Kaseum and Razor Oiltools

26. February 2026 kl. 06:59

Odfjell Technology Ltd has entered into agreements to acquire a 70% ownership stake in Kaseum Holdings Limited and Razor Oiltools Limited, two complementary businesses supporting lightweight intervention and Plug and Abandonment (P&A). The transaction will strengthen Odfjell Technology’s position in high-margin, technology-led services and support the Group’s long-term strategic direction.

Strategic rationale

The acquisition addresses a clear trend in the energy market, with increasing activity in P&A and intervention driven by ageing fields and a shift toward wireline-deployed, lightweight solutions. Kaseum and Razor together provide proprietary technology, proven service capability, and immediate scale within this segment.

Kaseum is a developer of patented, non-explosive wireline intervention tools, supported by a modular technology platform and recurring consumable revenues. Razor is a specialist intervention and P&A service provider with a strong reputation among operators, and access to selected Kaseum technologies. The combined platform complements Odfjell Technology’s existing offering and accelerates its move toward higher-margin, capital-efficient services.

Transaction structure

Odfjell Technology will acquire 70% of the shares in each company at completion, securing operational control and full financial consolidation from day one. The remaining 30% will be acquired through a structure, which includes a call option for Odfjell Technology and a corresponding seller put option, providing a clear path to full ownership within three years. The structure aligns interests, supports continued involvement of founders and key management, and limits upfront capital outflow.

Consideration and funding

The transaction implies a total enterprise value of GBP 38.5 million for 100% of Kaseum and Razor combined. Cash consideration payable at closing amounts to approximately GBP 27 million, reflecting the 70% initial ownership. The remaining 30% will be valued using a pre-agreed earnings-based formula, applying fixed multiples to the results at the time of exercise, adjusted for net cash and working capital. The acquisition will be funded through existing facilities and a bond tap. There is no change to Odfjell Technology’s bond terms or covenant framework.

Financial impact

The acquisition will be immediately EBITDA accretive at Group level and will improve Odfjell Technology’s earnings mix through increased exposure to high-margin intervention activities. No synergies are assumed or required for the transaction rationale, but there will opportunities for enhanced performance through collaboration.

Governance and integration

Kaseum and Razor will continue to operate as separate legal entities within the Odfjell Technology group. Founders and key management will remain in the businesses and are regarded as central to the continued development, performance, and long-term success of both companies. There are no plans to materially change the companies’ operating models or market approaches. The structure enables selective collaboration across sales, technology, and market access, allowing Odfjell Technology to offer more comprehensive solutions to customers.

The phased ownership structure and limited initial operational overlap support a low-risk integration, while preserving flexibility to capture collaboration and growth opportunities.

Completion

Completion of the transaction is expected in first half of March 2026, subject to customary conditions.

For further queries, please contact: Gert Haugland, SVP Finance & Investor Relations +47 92661638 gjha@odfjelltechnology.com Or

Gillian Basson, Corporate Secretary +44 (0)7796 547889 gbas@odfjelltechnology.com

Aberdeen, United Kingdom 26 February 2026 Odfjell Technology Ltd

This information is published in accordance with the requirements of the Oslo Børs Rule Book II section 4.2.4 (1) no. 3 and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.