Thule Board Recommends Against Accepting Vanguard Offer
The shareholders of Thule Drilling ASA received an offer of NOK 27.00 per share on Friday March 23, 2007 from Vanguard Oil & Gas International Ltd.
The shares of Thule are traded on the OTC-list and the regulations of voluntary offers referred to in the Securities Trading Act, section 4 are consequently not directly applicable since Thule's shares are not listed on the Oslo Stock Exchange. However, in the agreement with the Norwegian Securities Dealers Association, the Company has accepted - as much as possible - to adhere to the regulations applicable to publicly listed companies. Consequently, the Board of Directors has decided to make a recommendation to its shareholders regarding the offer from Vanguard.
The Board of Thule is of the opinion that the offer from Vanguard has a few obvious weaknesses in relation to the shareholders of Thule. In particular, the principle of equal treatment of all shareholders is not complied with, since Vanguard has informed in their offer that they reserve the right to only accept acquiring a 51% shareholding. The Board of Thule will not recommend an offer that leads to differential treatment of the shareholders. Furthermore, Vanguard has in their offer a due diligence subject lasting one month, and during this period the shareholders accepting the offer cannot sell their shares. In reality, this subject will give Vanguard a one month option to buy the Company, still having the possibility to withdraw the offer at any time for any reason. The Board of Thule will not recommend such a subject.
The Board of Thule will take into consideration any serious offer to buy the Company that includes principles of equal opportunity to the shareholders and other acceptable subjects.
Based on the above, the Board of Directors of Thule has unanimously decided to recommend to the Company's shareholders not to accept the offer from Vanguard dated March 23, 2007.
If deemed necessary, Fearnley Fonds will assist the Company with this or similar offers.
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