Aug 2025
Conyers is acting as Cayman Islands legal adviser to Shelf Drilling, Ltd. (SHLF) in connection with the recently announced recommended offer from ADES International Holding, Ltd. (ADES) to acquire all outstanding shares of SHLF through a cash merger pursuant to Cayman Islands law.
The proposed cash consideration of NOK 14.00 per SHLF share corresponds to a fully diluted equity value for SHLF of approximately NOK 3.9 billion, representing a 62% premium over SHLF’s closing share price of NOK 8.64 on 4 August 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. Closing is anticipated for Q4 2025 and is subject to customary conditions, including approval by SHLF shareholders at an extraordinary general meeting. Following completion, SHLF will become a wholly owned subsidiary of ADES and will be delisted from the Oslo Stock Exchange.
The Conyers team is led by Theo Lefkos (Partner and long-standing Cayman Islands counsel to SHLF) and Jennifer Sangaroonthong (Counsel). Conyers is working in collaboration with teams from Thommessen and Latham & Watkins.