Revus' Board of Directors has unanimously decided to recommend to the shareholders of Revus to accept Wintershall's Offer to acquire all outstanding shares in Revus, the offer of which was announced on October 27, 2008.
The Board has based its recommendation on an assessment of factors that the Board has deemed relevant in
The price of NOK 110 per share (the "Offer Price") values the aggregate of the Company’s outstanding and issued shares at approximately NOK 5.04 billion. The Offer Price represents a premium of 145% compared to the closing share price the last trading day prior to the Offeror’s public announcement of its decision to make the Offer, and a premium of 110%, 64%, 44% and 44% respectively to the one month, three month, six month and 12 month average closing price.
Furthermore, the Offer represents a premium of 16 % to the all-time high of NOK 95. The Board finds that the Offer Price fairly reflects the underlying values in the Company.
In reaching its conclusion to recommend the Offer, the Board has also considered the positive effects of the Offer for the other stakeholders of the Company, including employees, customers and business partners. The Board recognizes Wintershall as a strong player in the oil and gas exploration and production industry. The Board is of the opinion that Wintershall will be a good partner for the Company going forward, with the resources and pool of talent to contribute to the further successful development of the Company.
With respect to employees, the Board understands that the Offeror is supportive of the Company's intention to continue its investment in the organization. Further, the Board notes that the Offer Document provides that the Offeror has no plans to make changes that would have legal, economic or work-related consequences, including consequences related to the place of business, for the employees of the Company.
However, the Offeror is evaluating longer-term operational plans for the business, and the integration of the business of the Company with the Offeror's business may in the future require organizational changes. The Offer is supported and recommended by the employee elected member of the Board, but does not necessarily reflect the opinion of the employees. The process has not allowed for consulting the employees of the Company and the Board has therefore at this point no view on the Offer from the employees.
The Board has received a fairness opinion dated October 24, 2008 from J.P. Morgan. J.P. Morgan's opinion provides that, as of the date thereof and based upon and subject to the assumptions, considerations, qualifications, factors and limitations set forth therein, the Offer Price to be paid to the holders of the shares of the Company is fair, from a financial point of view, to such shareholders.
The Board has also received a fairness opinion from First Securities ASA dated October 24, 2008 to the effect, as of the date thereof and based upon and subject to the assumptions, considerations, qualifications, factors and limitations set forth therein, that the Offer Price to be offered by the Offeror is fair from a financial point of view to the shareholders of the Company.
The opinions from J.P. Morgan and from First Securities have been provided to the Board solely for its benefit in connection with, and for the purposes of, its consideration of the Offer. The Opinions are not intended to be, and shall not constitute, a recommendation to any shareholder in the Company as to whether or not such holder should tender shares in the Company pursuant to the Offer or take any other action in relation to the Offer, are not provided on behalf of, nor shall they confer rights or remedies upon, any shareholder in the Company or any other person, other than the Board, and may not be relied upon by any person other than the Board or used for any other purpose.
If, as a result of the Offer and other share purchases, the Offeror becomes the owner of Revus' shares representing more than 33.3% of the total number of shares issued by Revus, the Offeror will be obliged to launch a mandatory offer for the shares not already owned by the Offeror. If, as a result of the Offer, other share purchases and/or the subsequent mandatory cash offer the Offeror becomes the owner of Revus shares representing more than 90% of the total number of shares issued by Revus, the Offeror will have the right to commence a compulsory acquisition for cash of the Revus shares not already owned by the Offeror. Further, if the Offeror no longer considers the listing of Revus shares on the Oslo Stock Exchange appropriate, the Offeror may propose to the general meeting of Revus that Revus shall apply for delisting of its shares to the Oslo Stock
The Board notes that if the conditions to the Offer as set out in Section 2.6 of the Offer Document are not satisfied or waived by the Offeror by 28 February 2009, the Offer will lapse.
All Board members and members of executive management holding shares have entered into conditional undertakings to accept the Offer from the Offeror in respect of the shares they hold. These pre-acceptances may not be withdrawn unless a competing offer is not matched by the Offeror and the Board thus withdraws its favourable recommendation of the Offer.
Based on an overall evaluation of relevant factors, taking into account the offer price and offer terms, the Board views the Offer made by the Offeror to be in the best interests of Revus' shareholders.
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