Proposed Merger of LogiCamms and OSD

This is to inform you that the directors of both LogiCamms and OSD have signed an agreement with an intention to merge our businesses.  This is to create a larger, more capable and more competitive multidiscipline engineering, project delivery, technology, asset performance, operations and training service provider with 550 employees operating across Australia, New Zealand, the Pacific and PNG.  The directors are certain this will be an exciting development for both companies as it positions the combined business to better serve you and our other clients into the future. 

The merger rationale is to create an ASX-listed, leading specialist engineering and associated services group that enables us to execute larger and more complex project work, and to be more competitive with the synergies that bringing the two companies together provides.

The proposed merger has the strong support of the Directors of both our companies but does require formal approval of both sets of shareholders and the votes for this are expected to occur around May of this year.  As such, the information in this message is of course conditional upon that process.

LogiCamms’ predecessor companies were established in 1988 and the company has been listed on the Australian Securities Exchange (ASX) since 2007.  LogiCamms is a multidiscipline engineering, project delivery, technologies and asset performance company and has a training division, Competency Training.  LogiCamms works predominantly in the oil & gas, mining, pipelines, infrastructure and defence industries and has a diverse multidisciplinary capability including a very strong heritage and reputation in Controls & Automation, Systems Integration and Electrical & Instrumentation.

OSD was established in 1992 and is a privately-owned company.  OSD is a service provider in all aspects of oil and gas pipelines and facilities engineering, has a pipeline operations and maintenance division, a specialised pipeline training business, and has water and hydrotransport (slurry) expertise.

LogiCamms and OSD have complementary expertise and geographic presence.  The companies also have common operating methods and, importantly, an aligned culture.  The combined company will have a significantly strengthened capability to serve you and meet your business needs.

After approval, all OSD shareholders will convert their shares to LogiCamms’ shares.  The merged company will trade as LogiCamms Ltd (and will remain listed on the Australian Securities Exchange), and the OSD name will remain for the combined company’s pipelines and associated facilities division.

A key message is that we will continue our service delivery in a “Business as Usual” way throughout.  Detailed planning for the merger transition is already well under way to ensure that once final shareholder approvals are in place (expected about May 2019) we will implement an orderly and smooth merging of the companies.  Our overriding objective for the merger transition is that it will have zero negative impacts on you and our other clients.

At the Board level, Peter Watson has confirmed his intention to retire from the Board of LogiCamms after almost seven years as Chair. It has been agreed that two current OSD Directors will be appointed to the merged entity’s Board, and those Directors are Linton Burns and Brian O’Sullivan. Brian will also continue his executive role in corporate development for the merged company. It has also been agreed that the other two Directors on the merged entity’s Board will be current LogiCamms’ Directors Richard Robinson and Charles Rottier, with Charles becoming the new Chair of the Board.

The current LogiCamms CEO, Chris O’Neill, will take on the role as CEO of the merged company.  Linton Burns, currently the Managing Director of OSD will take on the key Executive role of Transition Manager. The process of integrating our people and capabilities is planned to provide the best outcomes for our clients, and a reorganisation of reporting lines across the business will occur in due course.  There will be a program of communication to ensure our clients are aware of any management changes on projects which we serve.