ODIM ASA - STATEMENT FROM THE BOARD OF DIRECTORS
The Board recommends the offer from Rolls-Royce Marine AS
This statement is made by the Board of Directors (the “Board”) of Odim ASA (the “Company”) pursuant to sections 6-16 and 6-19 of Norwegian Securities Trading Act of 2007 in connection with the voluntary offer by Marine (the “Offeror”), a company which is indirectly wholly owned by Rolls-Royce Group plc (“Rolls-Royce”), to acquire all outstanding shares in the Company, launched on 26 February 2010 (the “Offer”). Further details of the Offer are described in the Offeror’s offer document approved by Oslo Børs and dated 26 February 2010 (the “Offer Document”).
After careful consideration of the terms and conditions of the Offer, the Board has unanimously resolved to recommend that shareholders of the Company accept the Offer. The Board of Directors has based its recommendation on an assessment of factors that the Board of Directors has deemed relevant in relation to the Offer, including, but not limited to assumptions regarding the Company’s business and financials.
The price of NOK 45 per share (the “Offer Price”) values the Company’s outstanding shares at approximately NOK 2,120 million. The Offer Price represents a premium of 47.5% to the closing price on 25 February 2010, the last trading day prior to Rolls-Royce’s announcement of the Offer, and a premium of 47.2%, 43.4%, and 30.3% respectively to the three month, six month and twelve month volume weighted average of daily closing share prices ending on 25 February 2010.
The Board has received a fairness opinion from its financial adviser SEB Enskilda dated 25 February 2010. The opinion is based upon and subject to the assumptions, considerations, qualifications, factors and limitations set forth in the opinion. The opinion concludes that the Offer Price is fair, from a financial point of view, to the shareholders of the Company.
In reaching its conclusion to recommend the Offer, the Board has also considered the positive effects the Offer might have for the other stakeholders of the Company, including employees, customers and business partners. The Board recognises Rolls-Royce as a technology leader in the marine industry. The Board is of the opinion that both Rolls-Royce and the Company stand to benefit from a strategic integration.
The Board notes that if the conditions to the Offer as set out in Section 1.6 of the Offer Document are not satisfied or waived by the Offeror by 31 May 2010, the Offer will lapse. Conditions of the Offer may further be waived by the Offeror.
With respect to employees, the Board notes that the Offer Document provides that the change of ownership will not affect the individual and collective rights of the employees of the Company and its subsidiaries. A separate statement made by the employees may be disclosed separately according to section 6.16 (1) of the Norwegian Securities Trading Act.
In addition to the Board, the Chief Executive Officer of the Company has expressed his support and recommends the Offer.
All Board members and members of the executive management holding shares directly or through investment companies have entered into conditional pre-acceptances to accept the Offer in respect of the shares they hold. These pre-acceptances may not be withdrawn unless a superior competing offer is not matched by the Offeror.
None of the members of the Board or executive members of the executive management of the Company or close associates of such individuals has any current or recent affiliation with the Offeror or Rolls-Royce.
The Board has entered into a transaction agreement with the Offeror, governing certain matters relating to the process, material aspects of the Offer etc.
Based on an overall evaluation of relevant factors, taking into account the Offer Price and other terms of the Offer, the Board has found the Offer made by the Offeror to be in the best interests of the Company’s shareholders.
Oslo, 25 February 2010
The Board of Directors in Odim ASA