Schlumberger Reaffirms Offer for Eastern Echo
On 6th November 2007 Schlumberger launched an offer to acquire all of the shares, convertible bonds and warrants in Eastern Echo Holding as detailed in the offer document of the same date. (Expressions herein with capital letters shall have the meaning as defined in the Offer unless otherwise stated.)
This Offer has been well received by a number of institutional as well as retail investors. Sector Maritime and Sector Speculare III have signed a '100%' irrevocable pre-acceptance agreement in respect of 33,186,000 Eastern Shares. Schlumberger has presently secured a total of 90,390,382 Eastern Shares (by way of shares owned and tendered under the Offer representing 39.0% of the currently issued shares) and US$ 35.8 million in Eastern Bonds. Provided that the Offer is completed and the Eastern Bonds are converted into Eastern Shares, Schlumberger will control 40.6% of Eastern shares on the Fully Diluted Basis.
In response to the wishes and preferences of some Eastern investors, Schlumberger has decided to simplify the offer by abandoning the two-tier offer price structure. The reaffirmed offer of NOK 12 per share (compared to the previous price of NOK 11) applies to all Eastern shareholders, including those who sold their shares to Schlumberger after the close of trading on 5th November 2007. The definition of the Share Offer Price in the Offer will be replaced to read as follows: 'The consideration of NOK 12 offered by Schlumberger BV to the Eastern Shareholders in cash for each Eastern Share,' Accordingly, the concept and definition of Share Offer Price Premium, will no longer be applicable.
Furthermore, the offered prices for the convertible bonds and the warrants will be adjusted to reflect the new Share Offer Price.
Reduction in the minimum acceptance level from 67% on a 'fully diluted basis' to 50.1% of the issued Eastern Shares.
The minimum acceptance level in the Offer will be reduced to 50.1% of the issued Eastern Shares.
Hence the following sentence will replace the whole of Section 3.9(a) of the Offer 'Schlumberger BV having received Acceptances of the Offer which together with any Eastern Shares acquired by Schlumberger BV in the market, represent more than 50.1% per cent of the issued shares and votes in Eastern Shares.'
Impact on Shareholders and Bondholders who have sold Eastern Shares or Eastern Bonds after close of trading on 5 November 2007
Shareholders who sold Eastern Shares to Schlumberger after close of trading on 5th November 2007 will receive the additional NOK 1.00 per Eastern share on the Share Settlement Date if the Offer is completed. Eastern Bondholders who sold Eastern Bonds to Schlumberger after close of trading on 5th November 2007 will receive the implied additional adjusted price on the Bond Settlement Date if the Offer is completed. Investors who have tendered securities to Schlumberger in accordance with the Offer will, if the Offer is completed, receive the Share Offer Price as adjusted, and no further acceptance from such investors is required in respect hereof.
All other terms and conditions of the Offer remain effective without change, including the duration of the acceptance period, which expires on 9th November 2007 at 16.30 Oslo time, (ref. section 3.11 of the Offer document).
Schlumberger would like to reiterate that the revised Share Offer Price is fair for a newly established company which completed a significant share issue at NOK 7.60 per Eastern Share just nine days ago. The Offer also provides a very attractive return for warrant holders in the program established by the Eastern Board of Directors in May 2007.
Schlumberger has written to Eastern's Board of Directors requesting access to commence the confirmatory due diligence as early as, Monday 12 November 2007(as per section 3.9 of the Offer Document) with a view to settling the Offer without delay upon satisfaction of the conditions of the Offer.
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