Prosafe Acquires More Consafe Stock

Prosafe ASA

On June 1, Prosafe ASA announced that it had acquired 13,435,450 shares in Consafe Offshore AB, giving it approximately 48.4 percent of the total shares in the company. On June 7, Prosafe presented an offer to acquire all remaining outstanding and issued shares in Consafe for a consideration of 0.354 shares in Prosafe for each share.

As of 4 p.m. Central European Time on June 19, the end of the acceptance period, Prosafe had received acceptances for 14,226,006 shares. As a result, the company now controls 99.55 percent of the outstanding Consafe shares.

Prosafe said that the settlement shares will be made available through the issue of 5,036,746 new shares in Prosafe. Based on a weighted average of the June 20 share price (NOK 319.36 [US$50.44]), this corresponds to a share price of NOK 113.05 (US$17.85) per Consafe share.

Prosafe expects the transfer of the Consafe shares to Prosafe, along with the transfer of the consideration shares to the former Consafe shareholders, to occur on Friday. The consideration shares will be made available to the accepting shareholders and be accepted for listing at the Oslo Stock Exchange effective June 26.

It was outlined in the offer document that if Prosafe, after acquiring more than 90 percent of the Consafe shares, intended to initiate a compulsory acquisition of the remaining Consafe shares under the Swedish Public Limited Companies Act Chapter 22 Section 1. Prosafe reconfirms its intention to initiate such compulsory acquisition and will proceed accordingly as soon as practicable.

Simultaneously with the announcement of a compulsory acquisition Prosafe intends to take the necessary steps for an application by Consafe of de-listing of its shares at Oslo Stock Exchange.

Prosafe is the world's leading owner and operator of semi-submersible service rigs and a major owner and operator of floating production and storage vessels outside the North Sea. Operating profit reached US$103.6 million in 2005. The company operates globally and employs approximately 700 people and is headquartered in Stavanger, Norway. Prosafe is listed on the Oslo Stock Exchange with ticker code PRS.