BW Offshore Invites APL to Merger Discussions

BW Offshore Limited ("BWO") on Monday acquired 10.1% of the share capital in APL ASA. BWO held a meeting with the Chairman, Vice Chairman and CEO of APL on Sunday to discuss the strategic rationale for a proposed friendly merger, and as a result of the meeting have agreed to discussions with the APL board. BWO intends to propose to the board of APL a combination of the two companies on terms that were conveyed to certain major shareholders as described below.

On the basis of the positive dialogue and shared vision between APL and BWO management, BWO believes that a merger would create a strong and dynamic company. Both BWO and APL have outstanding track records and project execution capabilities. The envisaged transaction would create a winning team in a fast-growing market, with continuity in management and an expanded product offering.

BWO intends to present to the APL board a transaction that enables APL shareholders to benefit from the upside of a combined entity. The transaction would be structured as an offer where shares in APL are exchanged for BWO shares at an exchange ratio of 2.7758 BWO shares for every APL share, as discussed with some major shareholders. These discussions have been put on hold while BWO engages in a constructive dialogue with the APL board. Independently from the above proposed transaction, BWO owns 4,415,000 shares in APL, representing 10.1 % of APL`s outstanding shares.

"We are very enthusiastic about what the two companies can become by joining forces, and see clear benefits for all stakeholders, including employees, customers, and shareholders," said Andreas Sohmen-Pao, Vice Chairman of the board of BWO.

"It is our long-term goal to build the strongest company in the sector. At the same time that we are continuing to grow organically, with visible earnings increasing rapidly in the years to come, we also believe that combining with compatible companies will allow us to accelerate this growth," said Svein Moxnes Harfjeld, CEO of BWO. "Given what we know of APL and its strong competence, our intention would be to maintain and build on the current staff, brand and technology base."


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