SeaDrill: Compulsory Acquisition and Delisting of Smedvig ASA

The Board of SeaDrill Limited has recently met and discussed the organization and strategy of the SeaDrill Group's activities following its successful acquisition of Smedvig.

SeaDrill's subsidiary, Smedvig Holding AS, now holds 99.4% of the Smedvig votes and 96.8% of the Smedvig capital. Adjusted for Smedvig's own shares (1,998,000 class B-shares), Smedvig Holding AS controls 99.2% of the Smedvig capital. In view of this, the board decided to initiate a compulsory acquisition by Smedvig Holding AS of the remaining shares in Smedvig ASA. Formal notice of this is expected to be distributed by Smedvig Holding AS to the remaining shareholders in Smedvig shortly. Smedvig will, at the same time apply to the Oslo Stock Exchange for a delisting of its shares.

The acquisition of Smedvig has provided the SeaDrill Group with substantial new resources and confirms the position of SeaDrill as a world leading owner and operator of offshore drilling units.

The board of SeaDrill has decided to organize the future management of the SeaDrill Group through two management centers, one in Stavanger, Norway and one in Singapore.

A wholly owned subsidiary, SeaDrill Management AS, has been incorporated by SeaDrill in order to organize the management functions to be located in Stavanger.

A wholly owned subsidiary, SeaDrill Management AS, has been incorporated by SeaDrill in order to organize the management functions to be located in Stavanger.

SeaDrill Management AS will undertake overall responsibility for the management of SeaDrill and the SeaDrill Group on a day-to-day basis. A management agreement will be entered into between SeaDrill Management AS and SeaDrill providing SeaDrill Management AS with authority in line with what is generally accepted for management companies.

Overall responsibility for the activities of the SeaDrill Group will remain with SeaDrill's board. SeaDrill's corporate headquarters will furthermore remain in Hamilton, Bermuda.

The current chief executive officer of Smedvig, Kjell E. Jacobsen, has been appointed to the position of chief executive of SeaDrill Management AS and will, in this capacity, be responsible for the management of the SeaDrill Group within the scope of the management agreement.

Mr. Jacobsen has been employed by Smedvig since 1991 and has been Smedvig's CEO since 2001.

Mr. Alf C. Thorkildsen, currently the CFO of Smedvig, has been appointed to CFO in SeaDrill Management AS.

The Singapore management organization will be organized in the already existing subsidiary SeaDrill Management (S) Pte. Ltd. This organization will be responsible for SeaDrill's jack-up fleet and the tender rig fleet of Smedvig.

The Board of SeaDrill is very pleased with the positive attitude the Smedvig organisation has shown to the recent developments. SeaDrill Chairman, John Fredriksen, says in a comment:

The enthusiasm for the "merger" and the industry knowledge in Smedvig's organisation is very encouraging and further stimulates us in our ambition to build one of the top drilling companies in the world. We are very pleased that Mr. Jacobsen and Mr. Thorkildsen have accepted to head the new group. By combining the dynamic and fast growing SeaDrill organisation with the highly competent, credible and well managed Smedvig organisation we are putting together a unique service organisation for our customers. We plan during the next few years to recruit more than 2000 people on top of the 4000 we have today. It is our hope that SeaDrill, by its commitment to invest in modern equipment and focus on quality operations, shall be seen as one of the best places to work in the industry.

The combined company of SeaDrill and Smedvig will have a diversified and modern fleet of nine jack-up drilling rigs (including five under construction), seven semi-submersible drilling rigs (including five under construction), three ultra-deepwater drillships (including two under construction), two FPSOs and 13 tender rigs (including two under construction). A total of 34 units (of which 14 under construction).

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