DeepOcean Board Recommends Trico Buyout Offer

On May 30, 2008, Trico Shipping AS had made a mandatory offer for all of the shares of DeepOcean ASA at an offer price of NOK 32.00 per share. Detailed information about the Offer is set out in the offer document from the Offeror dated May 30, 2008. The Offer Document has been approved by Oslo Stock Exchange pursuant to section 6-14 of the Norwegian Securities Trading Act of June 29, 2007.  

At the time of issue of this statement, Trico has under the Offer received acceptances from a total of 87 shareholders, representing an aggregate of 269,333 shares. In addition, Trico has disclosed ownership of 97,698,955 DeepOcean shares representing 90.3% of the voting rights and share capital in DeepOcean. As a consequence, Trico is in the position to declare a mandatory redemption of the remaining shares as stipulated in the Norwegian Public Limited Liability Companies Act section 4-25, ref. the Norwegian Securities Trading Act section 6-22. 

The chairman of the Board of DeepOcean, Joe Campofelice, has, due to his position as chairman of the Board of Directors and CEO of Trico, declared himself disqualified and has abstained from participating in the deliberations leading to and the issuance of this statement. 

The Board has engaged Carnegie ASA to consider the Mandatory Offer and the Offer Price for the purpose of providing a fairness opinion. The Board has further engaged Advokatfirmaet Selmer DA as legal advisor to the Board.  

The Board is unanimous in its recommendation that the shareholders should accept the Offer.


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