The potential voluntary offer will be at an offer price of NOK 201 per Smedvig class A share ("SME") and NOK 160 per Smedvig class B share ("SMEB"). The potential voluntary offer will be made with the only condition being that a total acceptance level of more than 50% of the SME shares is reached.
SeaDrill will only launch the voluntary offer if a satisfactory level of pre-acceptances in relation to SME can be attained. Such level of acceptances will under no circumstance be below 1/3 of all SME. Several of Smedvig's largest shareholders have indicated an interest to pre-accept the offer by tendering all their shares in favor of the offer by way of irrevocable undertakings. Currently, the level of support is in excess of 25% of the class A shares and the capital.
If SeaDrill receives a satisfactory level of pre-acceptances by 12.00 CET, SeaDrill will proceed with a voluntary offer with the only condition being that a total acceptance level of more than 50% of the SME shares is reached. The offer period will commence and the necessary documentation will be distributed as soon as practically possible.
A combination of SeaDrill and Smedvig will create a major Norwegian based drilling company with a highly competent organization and a strong portfolio of assets. SeaDrill and Smedvig are complementary companies and it is our belief that the two companies together will create an attractive industrial solution.
Smedvig shareholders who want to support this initiative need to submit their pre-acceptances to Carnegie by 09.00 CET tomorrow 5 January 2006, by telephone +47 22 00 93 00 or fax +47 22 00 94 20.
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