The transactions are subject to approval at Prosafe's extraordinary General Meeting called for May 31, 2006. Following approval, Prosafe plans to issue a voluntary offer for all outstanding shares in Consafe. The share exchange ratio is stipulated to 1:0.354, so that one Consafe share gives 0.354 Prosafe share. The Prosafe settlement shares will be made available through an issue of approximately 9,836,339 new shares in Prosafe.
The acquisition of the shares in Consafe represents an important element in Prosafe's communicated strategy of consolidating the semi submersible accommodation- and service rig market and will cement the company's leading position. Growing demand in new regions like Asia, West-Africa, and USA, and increased utilization of units in combinations with other floaters, have resulted in a tighter market. The growth is increasing, and is largely connected to the late cyclical market, which traditionally, with some delay, has followed fluctuations in areas such as exploration drilling and seismic activities.
Based on the current high drilling activity, the Board expects an increased number of field developments, which give rise for continued growth in the market for advanced accommodation- and service rigs. The acquisition of Consafe will provide Prosafe ASA with an efficient geographic spread of the units, and considerable improved capacity to serve a growing market.
In addition to synergies related to the company's market position, Prosafe will benefit from operational synergies, such as business development, insurance, finance and procurement. The Board expects that the transaction, in combination with total synergies, will enhance shareholders' values.
In the long term, the company will take advantage of Consafe's long operational experience and the company's market knowledge, particularly with regard to emerging markets in Asia and West-Africa. The acquisition of Consafe will further enhance Prosafe ASA's focus on Floating Production.
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