As described in the Offer Document, the Mandatory Offer is a follow-up of an offer launched by SeaDrill on January 10, 2006 to all non-U.S. shareholders of Smedvig to acquire all outstanding Smedvig shares (the "Voluntary Offer"). As required by Norwegian law, the Board of Directors of Smedvig evaluated the Voluntary Offer and issued a statement on January 11, 2006 (the "January Statement"). A copy of the January Statement can be found under item 6 in the Offer Document, as well as under item 10 "Background of the Offer" on the Schedule TO filed by SeaDrill in connection with the U.S. Offer. At the time of the January Statement, the Board of Directors consisted of Peter T. Smedvig, Raymond De Smedt, Siri B. Hatlen, Andrew C. Salvesen and J. Larry Nichols.
Following the end of the acceptance period for the Voluntary Offer on January 20, 2006 SeaDrill announced it had acquired Shares constituting 53.1% of Smedvig's total share capital and 51.9% of Smedvig's total voting power. On February 16, 2006, following an extraordinary general meeting, a new Board of Directors was elected, consisting of John Fredriksen, Tor Olav Trĝim, Kate Blankenship, Per Kumle and Siri B. Hatlen. Messrs. Fredriksen, Trĝim and Ms. Blankenship are also members of the Board of Directors of SeaDrill.
As a result of the affiliations between the above mentioned three Directors and SeaDrill, the Board delegated to an independent committee consisting of Ms. Hatlen and Mr. Kumle (the "Independent Committee") the authority to review, consider and make a recommendation to shareholders regarding the Offer on behalf of Smedvig.
The Independent Committee notes that the price and other terms of the Mandatory Offer are similar to the price and other terms of the Voluntary Offer, which was duly covered by the January Statement. As described in the January Statement, the Board of Directors was assisted by the financial advisor Enskilda Securities ASA in its assessment of the Voluntary Offer. As part of its evaluation of the Offer Documents, the Independent Committee has received a valuation update from Enskilda Securities ASA which confirms its January findings.
The employees of Smedvig have not expressed any other view than that described in the January Statement.
None of the members of the Independent Committee own shares in Smedvig. The Chief Executive Officer Kjell E. Jacobsen did hold shares in Smedvig, but accepted the Voluntary Offer with respect to these shares in accordance with his intent as described in the January Statement.
After careful consideration of all relevant factors, the Independent Committee determined that in the circumstances it would be appropriate to remain neutral toward the Offer and to advise each shareholder to make his or her own decision as to whether and to what extent to tender into the Offer.
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