SeaDrill Limited said on January 9, 2006 that it would make an offer for outstanding shares in Smedvig ASA.
In order to give the smaller domestic shareholders an opportunity to evaluate the offer, SeaDrill has extended the Offer Period to Wednesday January 18, 2006 at 18.00 CET. The main terms and conditions of the offer remain as follows:
- The offered price is NOK 205 per Smedvig class A share ("SME") and NOK 165 per Smedvig class B share ("SMEB").
- The Offer is subject to SeaDrill receiving a total acceptance level of more than 50% of the SME shares (class A). The Offer will be withdrawn if this condition is not either met or waived prior to completion of the Offer. If the Offer is successful, SeaDrill will proceed with a mandatory offer in accordance with the Norwegian Securities Trading Act.
- Shareholders in Smedvig submitting an acceptance form (the "Acceptance Form") to Carnegie by 18.00 CET on Wednesday, January 18, 2006, by fax +47 22 00 99 60, hand delivery or post will receive cash settlement on or about Monday 23 January 2006 provided they submit necessary settlement details as described in the Acceptance Form.
- SeaDrill reserves the right, at its sole discretion, at any time to waive the condition referred to above, and/or to withdraw the Offer at any time if it seems clear that the required acceptance level will not be achieved, and/or to extend the Offer Period to CET 16.30 on January 20, 2006. Such withdrawal or extension of the Offer will be announced through the Oslo Stock Exchange information system no later than one hour before the end of the Offer Period.
- The Offer is fully financed through a combination of available cash in SeaDrill and committed bank loan.
- If a third party, prior to the closing of the Offer, makes a public offer for all of the Smedvig shares at a price higher than the price offered by SeaDrill as per the Offer and SeaDrill does not, prior to the commencement of trading on the Oslo Stock Exchange on the subsequent trading day, announce that they will increase the price of the Offer to the same or a higher level, then the shareholder will be released from his acceptance.
- If SeaDrill subsequent to closing of the Offer, within a period of six months, sells its Smedvig shares to a third party at a price higher than the Offer, shareholders accepting the Offer shall be compensated in full.
SeaDrill is currently considering to what extent it will be necessary to make a separate tender offer to the US shareholders in Smedvig in accordance to US rules, and otherwise on the same terms as set out above. Further information will be distributed later.
For further information about the Offer, please see the shareholder letter dated January 10, 2006 with the attached acceptance form. Smedvig shareholders who accept the Offer need to submit their acceptances to Carnegie by 18.00 CET on Wednesday, January 18, 2006, by fax +47 22 00 99 60, hand delivery or post. SeaDrill's financial advisors Carnegie ASA and Pareto Securities ASA may also be contacted by telephone at +47 22 00 93 00 (Carnegie ASA) or +47 22 87 87 00 (Pareto Securities ASA) for questions pertaining to the Offer.