DeepOcean Board Recommends Trico Offer



Trico Marine Services, Inc. and DeepOcean ASA announce that Trico, through its fully owned subsidiary Trico Shipping AS, has entered into agreements to acquire 55,728,955 shares in DeepOcean, representing 51.5% of the total share capital of DeepOcean on a fully diluted basis, for NOK 32 per share. As a result of these agreements, Trico Shipping will launch a mandatory offer to acquire the remaining shares in DeepOcean, for a consideration of NOK 32 per share in cash, consistent with Norwegian law. The Board of Directors of DeepOcean recommends that shareholders accept this offer.

The acquisition of DeepOcean will create one of the world's largest providers of integrated subsea services. This rapidly growing market is characterized by a high level of required technical and operational expertise and serves a demanding customer base.

Trico expects to be able to accelerate DeepOcean's growth across Trico's global platform, leveraging Trico's existing infrastructure, vessels and resources to bring DeepOcean's specialized service offering to new customers throughout Trico's operating regions.

Joseph S. Compofelice, Chairman and CEO of Trico commented, "The acquisition of DeepOcean represents a very important move into the highest level of technology and operating expertise in the fast growth area of subsea services. It is a natural extension of our November 2007 acquisition of Active Subsea where we acquired a fleet of new MPSVs designed specifically for global IMR services utilizing ROVs. DeepOcean will continue to be headquartered in Haugesund and will continue to operate on a stand alone basis headed by its current CEO Kare Johannes Lie and his existing operating team, who have worked together for years to grow DeepOcean's business and service capabilities."

The Board of Directors of DeepOcean has resolved to issue 20,000,000 new shares in DeepOcean to Trico Shipping, at a price of NOK 32 per share. This represents 18.5% of the total share capital of DeepOcean on a fully diluted basis.

Trico Shipping has entered into agreements to acquire 17,495,055 shares in DeepOcean in the open market at a price of NOK 32 per share. This represents 16.2% of the total share capital of DeepOcean on a fully diluted basis.

The total offer values the equity of DeepOcean, including the 20,000,000 shares issued to Trico, at NOK 3.5 billion ($682 million). On March 31, 2008, DeepOcean's net interest bearing debt, adjusted for proceeds from the 20,000,000 shares issued to Trico, totaled NOK 649 million ($128 million). This implies an enterprise value of NOK 4.1 billion ($810 million).

An offer document detailing the background and conditions for the offer is being finalized. Following approval of the offer document by Oslo Børs, the offer document is expected to be distributed to all shareholders on or about the week of May 27th. The offer period is expected to be four weeks. Cash payment as settlement for shares tendered in the offer will take place as soon as practically possible after the closing date of the offer period and not later than 14 days after the closing date of the offer period.


RELATED COMPANIES