Odfjell Capital (Bermuda) Ltd., a company owned by Marianne and Helene Odfjell, announces that it intends to make a voluntary offer to purchase all outstanding shares in Odfjell Invest Ltd., a company listed on the Oslo Stock Exchange with ticker symbol OILRIG.
The offer price will be NOK 20.00 per share. The offer price represents a 20.5% premium to the latest closing price on 4 February 2008, a 21.2% premium to the to the average closing price during the last 20 trading days, a 22.0% premium to the initial private placement in Odfjell Invest on 3 February 2006, and a 33.3% premium to the follow- on private placement in Odfjell Invest on 27 February 2007.
Odfjell Capital, Odfjell Drilling Ltd., Offshore Rig Invest Ltd. and ASEO AS (jointly the Odfjell Group) own a total of 70,287,338 shares in Odfjell Invest, equal to 50.82% of all outstanding shares. Odfjell Capital owns 28,813,600 shares in Odfjell Invest, equal to 20.83% of all outstanding shares.
The offer will be made in agreement with the Odfjell Group. Odfjell Drilling Ltd., Offshore Rig Invest Ltd. and ASEO AS have agreed not to accept the offer and intend to remain shareholders of Odfjell Invest. Assuming a successful completion of the offer, there will be no implications for the long-term daily management of the rigs under construction that are owned by Odfjell Invest.
The completion of the offer will be subject to acceptances for shares that, including the shares already held by the Odfjell Group, constitute more than 90 percent of all outstanding shares in Odfjell Invest.
The offer will be presented in an offer document complying with the requirements of the Norwegian Securities Trading Act. The offer document will be submitted to the Oslo Stock Exchange for approval before being circulated to all of Odfjell Invest`s shareholders.
Assuming a successful completion of the offer, Odfjell Capital will make a mandatory offer in accordance with the rules of the Norwegian Securities Trading Act.
DnB NOR Markets is acting as sole financial advisor to Odfjell Capital and will be the manager in the transaction.
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