NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN
13 September 2010 - BW Offshore Cyprus Ltd, a wholly owned subsidiary of BW Offshore Limited ("BW Offshore") has signed a definitive agreement, subject to final approval by its board of directors and other conditions to closing, to sell all of its shares in its subsidiary APL (Advanced Production & Loading) Plc ("APL") (the "APL Transaction") to National Oilwell Varco Norway AS, a wholly owned subsidiary of National Oilwell Varco, Inc. ("NOV"). As consideration for the purchase of APL, NOV shall pay USD 500 million in cash to BW Offshore.
"We are pleased to see APL becoming an independent provider of technology to the FPSO industry and benefit from NOV's strong position as a worldwide leader in the design, manufacture and sale of equipment and components used in oil and gas drilling and production operations." says Carl Arnet, CEO of BW Offshore.
In relation to the transaction, BW Offshore and APL shall enter into a supply agreement, a technology agreement and a non-compete agreement (the "ancillary agreements"). Pursuant to the ancillary agreements BW Offshore will purchase from APL on commercial terms certain systems on an exclusive basis for a period of five years, and the parties will cooperate with respect to technology development.
BW Offshore has agreed that neither BW Offshore nor any of its subsidiaries shall carry out activities in competition with APL's current business for a period of five years.
Completion of the APL Transaction is subject to certain customary conditions and board approval of National Oilwell Varco and BW Offshore Limited. The transaction agreement does not include a financing condition.
Completion of the APL Transaction is expected to take place before the end of the fourth quarter of 2010.
An extended stock exchange notice pursuant to Oslo Stock Exchange's continuing obligations, article 3.4, will be published later today.
Carnegie ASA is acting as financial advisor to BW Offshore in relation to the APL Transaction.
Advokatfirmaet Thommessen AS is BW Offshore's legal advisor as to Norwegian law in connection with the APL Transaction.
For further information, please contact:
Carl K. Arnet, CEO, +65 9630 3290
Knut R. Sæthre, CFO, +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 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.