Latham Advises Shelf Drilling on Recommended Offer by ADES International Holding

Latham & Watkins is advising Shelf Drilling, Ltd. (SHLF), a long-term corporate client, on the recommended offer by ADES International Holding, Ltd. (ADES) to acquire all outstanding shares of SHLF by way of a cash merger under the laws of the Cayman Islands. The cash consideration of NOK 14.00 per SHLF share corresponds to a fully diluted equity value of SHLF of approximately NOK 3.9 billion, and represents a premium of 62% to the SHLF closing price of NOK 8.64 on August 4, 2025. SHLF’s US$1.2 billion of notes would be called in conjunction with closing of the transaction giving the transaction an enterprise value of approximately US$1.7 billion. 

The merger establishes a strong global player in shallow-water drilling with a substantial fleet of 83 offshore jack-ups (including 46 premium units), following the addition of 33 jack-ups and entry into new regions. Upon completion of the transaction, SHLF will be wholly owned by ADES, and SHLF will be delisted from the Oslo Stock Exchange. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including approval by an extraordinary general meeting of SHLF's shareholders. 

The Latham team was led by London corporate partner Sam Newhouse, with associate Hadi Najem. Advice on capital markets matters was provided by London partners Jennifer Engelhardt and Shawn Anderson, with associates Sarah Youssefi and Jenisha Sabaratnam; on antitrust matters by Brussels partner Luca Crocco and London partner Stephanie Adams, with associates Nootan Vegad and Anne-Claire Théry; on foreign direct investment matters by partner Jana Dammann de Chapto, with associate Enno Mensching; and on employment and benefits matters by London partner Sarah Gadd, with associate Chris Wilkinson.