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Finland's Wärtsilä has confirmed that it is in advanced discussions to buy Britain's Hamworthy in a potential GBP 370 million (US$583 million) takeover.

In a statement released today, the Finnish firm said: "Wärtsilä confirms that it is in advanced discussions with Hamworthy regarding a 825 pence per ordinary share cash offer. The potential offer is likely to assume that no further dividend will be paid but, if a dividend is paid, Wärtsilä's offer will be reduced by the amount of that dividend."

"The board of Wärtsilä believes that the combination would create an exciting platform in the offshore, marine gas and environmental solutions markets creating long-term growth to the benefit of shareholders, customers, and employees alike. "

"Wärtsilä has strategically developed its Ship Power division in recent years beyond the traditional engine technology to encompass ancillary equipment and systems to be able to provide customers with more value added marine solutions. Hamworthy would extend that strategy by offering excellent technology in strong market positions, on which Wärtsilä could leverage its international sales and service network."

"Wärtsilä believes that the combined resource and competence base would improve the potential in the offshore markets, help to capture a bigger share of the growing marine gas application market as well as create a stronger position within the rapidly evolving environmental solutions markets. The combination of Wärtsilä and Hamworthy would deliver benefits to both businesses' current and future customers and stakeholders."

Hamworthy, a world leader in the design and manufacture of innovative marine, onshore and offshore fluid handling systems, acquired UK-based Krystallon - a leading supplier of marine exhaust sulphur emissions reduction technology - in October 2009.

Commenting on the acquisition at the time, Joe Oatley, chief executive of Hamworthy, said: "The emerging market for marine sulphur emissions reduction is an exciting global opportunity underpinned by international environmental regulations. The acquisition of Krystallon is consistent with our strategy of expanding the group's technological base in long-term growth markets."

Marine Products:

Seawater Scrubber

The Hamworthy Krystallon Seawater Scrubber is designed to run cold but can be operated at temperatures up to 450°C. The unit can be designed to remove 99% of SOx and 85% of particulates when operated on a 3.5% sulphur HFO 380 fuel, thus complying with the EU in-port and MARPOL Annex VI requirement of a 0.1% sulphur fuel.

Wash Water Treatment System

The wash water treatment system is designed to remove both the solid particulate and liquid hydrocarbon waste products. According to the company, it will meet or exceed the requirements of IMO MEPC.184(59) and CFR 40 when handling the full scrubber water flow.

Continuous Monitoring System

The Hamworthy Krystallon monitoring system measures NOx, SOx and CO2 and other gases such as NO, NO2, CO may also be included within the same unit. Wash water discharge is monitored for hydrocarbons, turbidity and pH. The hydrocarbon detector is said to be able to reliably record levels from 0-100ppb, (parts per billion).


The possible 825 pence-per-share offer for Hamworthy represents a premium of around 22 percent to the company's closing share price of 675 pence on Thursday, and would give Hamworthy a market capitalisation of around 370 million pounds.

"This announcement does not amount to an announcement of a firm intention to make an offer and there can be no certainty that an offer will be made," Wärtsilä said.

"The potential offer will not have an impact on Wärtsilä's prospects for 2011," the company added.

In accordance with the United Kingdom regulations (City Code on Takeovers and Mergers), Wärtsilä must, by no later than 5.00 p.m. (UK time) on 15 December 2011, either announce a firm intention to make an offer for Hamworthy or announce that it does not intend to make an offer. The deadline can only be extended with the consent of the UK's Takeover Panel.