DeepOcean Completes Acquisition of CTC Marine Projects

DeepOcean ASA

DeepOcean ASA has completed the acquisition of the UK based submarine trenching company CTC Marine Projects Ltd. The acquisition price, excluding debt, consists of an initial consideration of GBP 45.8 million and a deferred payment of GBP 14.2 million, which is dependent on future earnings in CTC Marine Projects.

The initial consideration consists of 6,120,826 shares in DeepOcean with a value of approximately GBP 12 million and a cash consideration of GBP 33,750,107. In accordance with the authorisation to increase the share capital of DeepOcean, registered with the Norwegian Register of Companies on 23 May 2006, the Board of Directors in DeepOcean has resolved an increase in share capital of NOK 2 648 413 by the issue of 5 296 826 shares. The other consideration shares (824,000 shares) are owned by DeepOcean. All the consideration shares will be transferred to Charles Tompkins, whom accordingly will become the fourth largest shareholder in DeepOcean. The cash consideration is financed through a bond issue, a new bank facility and cash.

Of the deferred payment, GBP 10,000,000 is conditional upon CTC Marine Project's EBITDA in the financial year ending 31 March 2007 and GBP 4,249,894 is conditional of the EBITDA in the financial year ending March 31, 2008.

In connection with the transaction, the DeepOcean's Board of Directors has resolved to serve a notice to the shareholders of DeepOcean convening an Extraordinary General Meeting for the purpose of considering, and if thought fit, electing Charles Tompkins to be a director of the board of DeepOcean. The Board of Directors also resolved to recommend the election of Charles Tompkins as a member of the board of DeepOcean.