The Board of Directors of DOF Subsea ASA recommends shareholders to accept DOF ASA’s voluntary offer of NOK 36 per share


Introduction
On 9 July 2008, DOF ASA (“DOF”) announced that it had agreed to a non-binding term sheet with a financial partner in which DOF or a newly incorporated private holding company intended to announce an offer to acquire all of the outstanding shares in DOF Subsea ASA (“DOF Subsea” or the “Company”).

On 28 October 2008, DOF, in accordance with an agreement with First Reserve Corporation, submitted a voluntary offer for all outstanding shares of DOF Subsea at an offer price of NOK 36 per share in cash (the “Offer”). Prior to the Offer DOF owns 57.17% of the shares of DOF Subsea.

In the offer document dated 28 October 2008 which sets out the terms of the Offer ("Offer Document") DOF has presented the Offer with an Offer period from 29 October until and including 19 November 2008 closing at 17:30 CET. For complete Offer details please see the Offer Document.

The voluntary offer by DOF dated 28 October 2008 to acquire all outstanding shares in DOF Subsea is not made under the provisions of the Securities Trading Act, Chapter 6. However, the Board of Directors of DOF Subsea has decided to announce the following statement in accordance with the Securities Trading Act, Section 6-16 as stated below.

The chairman of the board Mons Aase and board member Hilde Drønen have, due to their positions as chief executive officer and chief financial officer of DOF, declared themselves disqualified and have abstained from participating in the board’s deliberations on the voluntary offer leading to and the issuance of this statement.

The Board has been advised by SEB Enskilda AS in relation to the voluntary offer.

Offer Price
The offer price of NOK 36 per share corresponds to a market capitalization of DOF Subsea of NOK 4,310 million (based on the number of shares outstanding as of this date). The Offer represents a premium of 44% to the last closing share price on 27 October 2008 and a premium of 18% to the closing share price on 9 July 2008 which was the last trading day prior to DOF announcing its intention to acquire DOF Subsea. By comparison, the overall market, represented by the Oslo Stock Exchange Benchmark Index, has during the period from 9 July 2008 to 27 October 2008 declined with 52%.

In its assessment of the offer, the Board has considered, among other things, the company’s underlying asset values and forecasted future cash flows. The Board has also taken into account that the liquidity in the DOF Subsea shares is expected to be low after completion of the offer.

Effects of the Offer
The Board of Directors has reviewed DOF’s plans for the future business of DOF Subsea and the impact of the Offer on the employees of DOF Subsea as stated in the Offer Document. The Board of Directors does not see any repercussions on employment or the locations of DOF Subsea’s operating business units.

Employees
The Board of Directors has not received any separate statement on the Offer from the employees of DOF Subsea.

Recommendation
In the Board’s opinion, the Offer does not fully reflect the underlying value of DOF Subsea reflected by the Company’s long term expected financial development. However, based on an overall evaluation of the Offer, the Board considers it to be adequate and fair and recommends the Offer to the shareholders. .

All board members and members of the executive management team that, directly or indirectly hold shares in DOF Subsea, have decided to accept the Offer.