Seadrill Limited refers to its announced intention to make a voluntary offer to purchase all of the outstanding shares in Aker Drilling ASA at an offer price of NOK40.50 subject to being allowed to perform a verification of its valuation of Aker Drilling through a due diligence review of its assets and financing and a 90 percent acceptance level.
Subsequent to the announcement of this intention on December 14, 2007, a formal request was made by Seadrill to the board of Aker Drilling for access to such information on its assets, financing and operations as would allow Seadrill to perform the required due diligence review.
Following the submittal of this request, Aker Drilling's main shareholder (holding approximately 44.97 percent of its shares), Aker Capital AS, announced that they would not accept any offer for its shares at the price level indicated by Seadrill.
In view of Aker Capital AS' position, the board of Aker Drilling announced that it saw no reason to allow Seadrill access to any information regarding Aker Drilling since the 90 percent acceptance level condition could not be met.
The Board of Seadrill has considered the situation following Aker Drilling's response and has decided to revise the condition relevant to the acceptance level from a minimum of 90 percent to a minimum of 50 percent. Aker Capital AS' position in relation to the proposed voluntary offer will thus no longer make the completion thereof impossible.
The intended voluntary offer from Seadrill remains at NOK40.50 per share and is still subject to a review of material information regarding Aker Drilling's contracts, newbuildings and financing. A letter has today been sent to Aker Drilling's board with a renewed request for access to such information.
The Board of Seadrill believes that the request for information is highly reasonable at present since Aker Capital (who is represented on Aker Drilling's board and thus have access to this information) has a competing offer in the market.
Seadrill observes that their proposed voluntary offer of NOK40.50 clearly is superior to Aker Capital's bid price of NOK39. Given this, Seadrill assumes that the Board of Aker Drilling will act in the interest of all shareholders and allow Seadrill access to the information required to perform their requested due diligence review.
For the avoidance of doubt, Seadrill will not proceed with the intended voluntary offer if the Board of Aker Drilling maintains its position in declining Seadrill such access.
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