KUALA LUMPUR (Oct 12): Oil and gas services provider Deleum Bhd (KL:DELEUM) has entered into a heads of agreement (HOA) to sell its 86.67% stake in Deleum Technology Solutions Sdn Bhd (DTS) to Ocean Vantage Holdings Bhd (KL:OVH) for RM13 million cash. 

The move is part of efforts to streamline its asset portfolio and refocus resources on its core businesses, Deleum said in a bourse filing.

Deleum's wholly-owned subsidiary Deleum Services Sdn Bhd (DSSB) and the latter's wholly-owned unit Delcom Holdings Sdn Bhd (DHSB) had signed the HOA with ACE Market-listed Ocean Vantage, which provides services and invests in the energy and utilities sector.

DTS, incorporated in 2011, provides integrated corrosion and inspection services, blasting technology, as well as maintenance, construction and modification services for tanks, vessels, structures and piping.

Separately, DTS' remaining shareholder, Datuk Halmi Khalid, who holds a 13.33% stake, has also entered into an HOA with Ocean Vantage to sell his entire shareholding for RM2 million cash.

The two proposed transactions are inter-conditional, with Ocean Vantage intending to acquire full ownership of DTS for RM15 million upon their completion.

Deleum said the proposed disposal is in line with its strategy to optimise its asset portfolio and concentrate resources on businesses aligned with its priorities.

"The proposed disposal also represents an opportunity for the group to crystallise the value of its investment in DTS and optimise its capital allocation," it said.

For Ocean Vantage, the proposed acquisition is expected to expand its range of integrated maintenance, modification, inspection and testing services for existing oil and gas clients in the drilling rig segment.

In a separate bourse filing, Ocean Vantage said the acquisition would also provide opportunities to leverage DTS' existing contracts, client relationships, technical capabilities and workforce, while improving earnings visibility through fixed-term contracts with renewal opportunities.

"The board is of the view that the proposed acquisition represents an opportunity for Ocean Vantage to strategically synergise its existing services with a company of a similar nature of business, thereby minimising the learning curve and accelerating organic growth," Ocean Vantage said.  

Subject to board approvals, the parties have agreed to negotiate and enter into a definitive share sale agreement (SAA) within 90 days or by a mutually agreed extended deadline. The deail is also subject to several conditions, including the necessary financier or third-party approvals, and there is no assurance that it will proceed as planned, they said.

On Monday, Deleum shares fell 1.5 sen or 1.53% to 96.5, valuing the group at RM387.5 million. Meanwhile, Ocean Vantage closed unchanged at 25 sen, with a market capitalisation of RM112.86 million.