Aker ASA: Offer to buy back shares in Aker ASA

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS COMMUNICATION.

Reference is made to the stock exchange announcements published by Aker ASA and Aker BioMarine ASA on 12 September, 8 October and 9 November 2012 concerning a merger between Aker BioMarine ASA and Aker Seafoods Holding AS, a wholly owned subsidiary of Aker ASA, where the consideration shares are to be delivered by Aker ASA. As part of the process of procuring the consideration shares, Aker ASA (Fjordalléen 16, 0250 Oslo, org. no. 886 581 432) herby launches an offer to all shareholders in Aker ASA to buy back up to 750 000 shares in Aker ASA. Aker ASA reserves the right to purchase more shares if the circumstances so require. Per 12 November 2012, Aker ASA owns 141 681 own shares. The offer price is NOK 208 per share. The price has been determined based on the closing price for the Aker ASA share on 9 November 2012, with a premium of 2.5 %. The accept period is from and including 12 November 2012 to 16:30 (CET) on 14 November 2012 (or on such date and time to which Aker ASA has extended the offer). Aker ASA reserves the right to accept acceptances received after the end of the offer period, as well as to extend the offer period one or several times. Aker ASA has hired Arctic Securities ASA as financial advisor and receiving agent in connection with the offer. Each shareholder accepts the offer by calling Arctic Securities ASA on phone number (+47) 21 01 30 40 and communicating the acceptance on a taped line within 16:30 (CET) on 14 November 2012 (or on such date and time to which Aker ASA has extended the offer). Acceptance of the offer is binding from the time it is received by Arctic Securities ASA and no withdrawal will be permitted. In the event that the total number of received acceptances exceeds 750 000 shares (or the increased amount of shares Aker ASA wishes to purchase), Aker ASA will determine criteria for the allocation of the acceptances in accordance with the best interest of the company and the equal treatment of the shareholders. During the acceptance period, Aker ASA will make daily announcements of the number of received acceptances. When the acceptance period has expired, Aker ASA will publish an announcement informing of the total number of acceptances received.  Settlement of the offer is expected to take place no later than 5 business days following the expiry of the offer period. If the offer period is extended, the settlement date will be postponed correspondingly. However, the last possible settlement date will be 30 November 2012. Upon settlement, the shares sold under the offer will be transferred to Aker ASA's client account with Arctic Securities ASA. Simultaneously, Arctic Securities ASA will make payments to the accepting shareholders. The offer and any acceptances thereof are subject to Norwegian law, with Oslo City Court as the agreed legal venue. END This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act. For further information, please contact: Media: Atle Kigen, Head of Corporate Communications Phone:   +47 24 13 00 08 Mobile: +47 907 84 878 Investors: Marianne Stigset, Investor Relations Manager Phone:   +47 24 13 00 66 Mobile: +47 41 18 84 82 The offer and the distribution of this announcement and other information in connection with the offer may be restricted by law in certain jurisdictions. Aker ASA does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). This includes, but is not limited to, facsimile transmission, internet delivery, email, telex and telephones. Accordingly, copies of this document and any related offering documents are not being, and must not be, mailed, emailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.

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Source: Aker ASA via Thomson Reuters ONE