NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN
16 September 2010 - Reference is made to the offer document dated 27 July 2010 (the "Offer Document") from BW Offshore Limited ("BW Offshore") regarding the voluntary exchange offer (the "Offer") for all of the issued and outstanding shares of Prosafe Production Public Limited ("Prosafe Production") not currently owned, directly or indirectly, by BW Offshore. The initial acceptance period in the Offer (the "Offer Period") was from and including 29 July 2010 to and including 25 August 2010 at 17:30 (CET). In subsequent stock exchange notices as of 16 August 2010, 8 September 2010 and 13 September 2010, the Offer Period was extended, and following the latest extension, the Offer Period was set to expire on 15 September 2010 at 17:30 (CET).
Reference is further made to the stock exchange notices from BW Offshore and Prosafe Production of 13 September 2010 regarding the intention of the two companies to combine.
The board of directors of Prosafe Production has resolved to approve and enter into the transaction agreement with BW Offshore and recommend to its shareholders to accept the Offer. Furthermore, Prosafe SE and Prosafe Holding Ltd have given conditional pre-acceptances to tender their 5 596 997 (2.19%) and 19 778 137 (7.75%) shares, respectively, in Prosafe Production into the Offer. As a consequence, and with reference to section 5.13 of the Offer Document, BW Offshore has today resolved to adjust the Offer by increasing the cash consideration to NOK 3.00. Accordingly, the total consideration under the Offer will be 1.2 BWO shares and NOK 3.00 in cash per Prosafe Production share.
The increased consideration in the Offer is subject to the same conditions as set forth in the Offer Document.
According to the transaction agreement between Prosafe Production and BW Offshore, Prosafe Production and its advisors will not solicit other alternatives, and the parties have agreed to certain other customary undertakings towards each other.
As a result of this adjustment of the Offer, BW Offshore has decided to further extend the Offer Period by ten business days. Following this extension, the Offer Period will expire on 30 September 2010 at 17:30 (CET).
As a result of the APL transaction (as announced in a separate stock exchange notice on 13 September 2010) and the adjustment of the Offer, BW Offshore will publish a combined information memorandum and supplemental offer document (the "Supplemental Offer Document") to the Offer Document. BW Offshore expects the Supplemental Offer Document to be published by Friday 17 September 2010 following review by the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority.
Investors having accepted the Offer prior to publishing of the Supplemental Offer Document shall have the right to withdraw their acceptance within two days following the date of the publishing of the Supplemental Offer Document. In order to exercise such right, investors must deliver their withdrawal to Carnegie ASA by mail, fax or by hand within the said deadline: Carnegie ASA, Stranden 1, Aker Brygge, P.O.Box 684 Sentrum, N-0106 Oslo, Norway (fax number +47 22 00 99 60). Investors that have accepted the Offer before the publishing of the Supplemental Offer Document, and who do not withdraw their acceptances, will be deemed to have accepted the adjusted offer.
For further information, please contact:
Carl K. Arnet, CEO BW Offshore, +65 9630 3290
Knut R. Sæthre, CFO BW Offshore, +47 9111 7876
About BW Offshore
BW Offshore is one of the world's leading FPSO contractors and a market leader within advanced offshore loading and production systems to the oil and gas industry. BW Offshore has more than 25 years' experience and has successfully delivered 14 FPSO projects and 50 turrets and offshore terminals. BW Offshore's technology division APL has delivered solutions for production vessels, storage vessels and tankers in a wide range of field developments. Adapting through competence, in-house technology, solid project execution and operational excellence, BW Offshore ensures that customer needs are met through versatile solutions for offshore oil and gas projects. BW Offshore has a global network with offices in Europe, Asia Pacific, West Africa and the Americas. BW Offshore has 1,100 employees and is listed on the Oslo Stock Exchange. For more information, please visit www.bwoffshore.com and www.apl.no.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
This announcement is not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. BW Offshore has not registered and does not intend to register any portion of any offering of shares in the United States or to conduct a public offering of any securities in the United States.