The Offer will expire at midnight, New York City time, on June 16, 2005, unless extended or earlier terminated (such date and time, as they may be extended, the "Expiration Time"). Holders of Notes must tender their Notes on or prior to the Expiration Time to receive the tender offer consideration. The consent solicitation will expire at 5:00 p.m., New York City time, on June 2, 2005, unless extended (such date and time, as they may be extended, the "Consent Deadline"). Holders of Notes must tender their Notes on or prior to the Consent Deadline to receive the total consideration.
The total consideration for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Offer to Purchase shall be $1,019.58, plus accrued interest, if any, thereon from the most recent date of payment of semi annual interest preceding the settlement date, to, but excluding, such date. The total consideration consists of a tender offer consideration of $1,014.58 and a consent payment of $5.00 per $1,000 principal amount of Notes, payable to holders that validly tender their Notes and give their consents for amendments to the indenture on or prior to the Consent Deadline. Holders that validly tender their Notes after the Consent Deadline and on or prior to the Expiration Time will receive only the tender offer consideration of $1,014.58 per $1,000 principal amount of Notes.
Notes and related consents may be withdrawn on or prior to the Consent Deadline. Notes may not be withdrawn after the Consent Deadline unless the Offer is terminated without any Notes being accepted for purchase or the Company reduces the tender offer consideration, the consent payment or the principal amount of the Notes subject to the Offer.
By 9:00 a.m., New York City time, on the business day following the Expiration Time (the "Acceptance Date"), Ocean Rig Norway will accept for payment any and all validly tendered Notes, subject to the terms and conditions of the Offer. Such payment will be made on or promptly following the Acceptance Date (the "Settlement Date").
Once the proposed amendments to the indenture become effective, the prior notice period for the issuance of a notice of redemption with respect to the Notes will be reduced from a minimum of 30 days to 3 days and Ocean Rig Norway intends to call for redemption any Notes not validly tendered at a price equal to $1,017.08 for each $1,000 principal amount of Notes plus accrued and unpaid interest. Ocean Rig Norway expects to issue notice of such redemption on the Settlement Date.
Morgan Stanley & Co. Incorporated is the dealer manager and MacKenzie Partners, Inc. is the information agent for the Offer. Requests for documentation should be directed to MacKenzie Partners, Inc. at (800) 322-2885 (toll free) (banks and brokerage firms please call (212) 929-5500). Questions regarding the transaction should be directed to Morgan Stanley & Co. Incorporated at (800) 624-1808 (U.S. toll-free) or (212) 761-1457 (collect), attention: Riccardo Cumerlato.
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation to consent with respect to any Notes. The Offer is being made solely by the Offer to Purchase, which sets forth the complete terms of the tender offer and consent solicitation.
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