Apertura Energy (LSE:VZLA) has agreed heads of terms to acquire Conterp Group, a Brazilian oilfield services company, for £25 million on a cash-free, debt-free basis.
The AIM-quoted company's listing has been temporarily suspended while the transaction progresses, with trading expected to resume if the deal falls through.
Conterp, based in Salvador, Brazil, has a 25-year operating history, more than 600 employees, and a signed order book exceeding £100 million. It generated £26.4 million of unaudited revenue and £3.9 million of unaudited adjusted EBITDA in the twelve months to June, putting the valuation at 5.5 times current-year forecast EBITDA.
The deal consideration will be split 50% new shares and 50% cash.
Apertura intends to fund the enlarged group's growth plan through a concurrent placing raising between £10 million and £30 million.
The company's strategy centres on becoming an exploration and production operator in Venezuela, where Baker Hughes recorded just two active drilling rigs in March against an Oil Ministry target of 93 rigs by 2028.
Conterp's rigs, personnel and operational systems are intended to give Apertura the execution capability the Directors believe will strengthen its negotiating position for Venezuelan upstream assets, rather than relying on capital alone.
Conterp is 50.8% controlled by Apertura's Chairman Scott Gilbert and Chief Executive Greig Gilbert, making the deal a related party transaction under FCA listing rules. An independent committee of David Williams, Chris Steele and Carlos Bellorin is overseeing the process, with the Gilberts recused from related decisions.
The acquisition is conditional on due diligence, regulatory approvals including a prospectus and a Takeover Panel Rule 9 waiver, shareholder approval at both companies, and completion of the placing.
A binding exclusivity period runs until 31 January 2027.
