Vanguard Makes Offer to Purchase All Outstanding Shares in Thule Drilling
Vanguard Oil & Gas International Ltd has been following the business of Thule Drilling ASA for a period of time and has, with the assistance from its advisor Pareto Securities ASA, analyzed the potential and challenges of Thule in order to consider a strategic investment with the objective to assist the board and management in reaching its goals.
Vanguard has decided to make an offer to purchase all outstanding shares in Thule at an offer price of NOK 27.00 per share in cash, which values Thule's equity at approximately NOK 1 billion. Further details on the terms and conditions of the offer are set out in a separate offer letter to be sent to all shareholders in Thule Drilling.
The acceptance/offer period will commence today March 23, 2007 at 12:00 and end at 16:00 (CET) on Friday March 30, 2007.
The Voluntary Offer is conditional upon (i) Vanguard receiving acceptances from Thule Shareholders representing minimum 51% of the Shares, (ii) satisfactory financial, legal and technical due diligence (including satisfactory access to the relevant company documents and senior management) and (iii) no material adverse change in the business or financial position of Thule and that the business has been conducted in the ordinary course of business since the date of this letter.
Vanguard reserves the right, at its sole discretion, at any time to waive the conditions, and/or to withdraw the offer at any time, and/or to extend the acceptance/offer period. Vanguard also reserves the right, at its sole discretion, to only accept the purchase of 51% of the shares in Thule and disregard other Acceptances at a "first come-first serve" basis.
The settlement for the acceptances will, upon fulfilment of the Conditions, be available on the accepting shareholders account on or about 3 business days following April 30, 2007, provided that the Conditions have been fulfilled (or waived by Vanguard). Settlement will be made to the bank account registered in the VPS for dividend payments at the time of the Acceptance.
A letter containing information on the Voluntary Offer including the Acceptance Form, will be sent to all existing shareholders in Thule.
For more information on the Voluntary Offer, please contact Tormod Hoiby at Pareto Securities, tel: +47 22 87 87 00.
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