Extended stock exchange notice - sale of shares in Aker Drilling ASA
This notice is prepared and published in accordance with section 3.4.1 and3.4.2 i Continuing Obligations of stock exchange listed companies
The Transaction
On 15 August 2011, Aker ASAs ("Aker") wholly owned subsidiary Aker Capital("Aker Capital"), entered into an agreement with Transocean Offshore HoldingsLimited, for the sale of 14,959,742 shares in Aker Drilling ASA ("AkerDrilling") for a share price of NOK 26.50. Furthermore, Aker Capital providedTransocean Services AS ("Transocean Services"), another affiliate of TransoceanLtd., with an irrevocably pre-acceptance for the tendering of in all107,873,858 shares in Aker Drilling in an announced cash offer by TransoceanServices for all outstanding shares in Aker Drilling (the "Offer"). The pre-acceptance was provided with a price per share of NOK 26.50, giving a totalconsideration, for both shares sold and pre-committed to be tendered of NOK3 255 million. Provided completion the sale will generate a NOK 1 191 millionaccounting gain for Aker and holding companies in the third quarter of 2011 anda gain for the year 2011 of NOK 921 million. Following the sale of the14,959,742 shares and provided completion of the Offer by Transocean Services,Aker will no longer, directly or indirectly, hold any shares in Aker Drilling.
Transocean Services has announced that it aims to start the offer period as soonas Oslo Børs has approved the offer document. The initial duration of the Offerperiod will be 20 U.S. business days. The completion of the Offer will becontingent upon the following conditions being satisfied or waived by TransoceanServices: (i) the number of shares tendered in the Offer, together with theshares held by Transocean Services or its affiliates, represents more than 2/3of the share capital of Aker Drilling on a fully diluted basis, and (ii) theBoard of Directors of Aker Drilling not having withdrawn or amended itsrecommendation of the Offer. Both conditions are waivable by TransoceanServices. The Offer is not subject to any financing conditions.
On 17 August 2011, Transocean Services announced that it, together with itsaffiliates, have in all acquired 13.7% of the shares in Aker Drilling andreceived irrevocable pre-acceptances for the tendering of shares in the Offerequalling 58.9% of the total number of shares and votes in Aker Drilling. Intotal Transocean Services, and its affiliates, have accordingly per 17 August2011 received irrevocable pre-acceptances for or acquired shares representingapproximately 72.6% of the shares in votes in Aker Drilling.
The significance of the transaction for Aker
The transaction enables realization of values in form of a (for Aker)significant cash consideration. This provides financial flexibility for Aker andis enabling a further strengthening of the portfolio, and is fully aligned withthe strategy to have liquidity reserves which enable well timed investments inthe cyclical sectors in which Aker has a particular focus.
Aker Drilling
Aker Drilling is a fully integrated offshore drilling contractor, owning two ofthe world's largest, most advanced and most robust 6th generation semi-submersible drilling rigs. These semi-submersible drilling rigs of Aker H-6edesign, Aker Barents and Aker Spitsbergen, are built for safe and efficientyear-round operations in harsh environment and in ultra-deep waters worldwide -including on the NCS and in sub-Arctic regions. Aker Drilling was established in2005 for the purpose of building state-of-the-art drilling rigs, and an orderfor Aker Spitsbergen and Aker Barents was placed with the Aker Solutions group.The rigs have been in operation since July 2009 and January 2010, respectively,and are currently on long-term drilling contracts on the NCS with Det norskeoljeselskap and Statoil (for the Norne, Asgard and Heidrun licence consortiums).
In February 2011, Aker Drilling, through a wholly owned subsidiary, entered intoan agreement with Daewoo Shipbuilding & Marine Engineering Co. Ltd. ("DSME") forthe purchase of two ultra-deepwater drillships, and options for purchase of twoadditional ultra-deepwater drillships, to be built at DSME and be delivered inthe end of 2013.
Aker Drilling was listed on Oslo Børs in February 2011, and raised in connectionwith the listing in all approximately NOK 3.9 billion in new equity. AkerDrilling also refinanced its bank debt and bond loan in connection with thelisting.
The Aker Drilling organization
Aker Drillings Board of Directors currently consists of Trond Brandsrud(Chairman), Kristin S. Genton (board member), Bjørn Henriksen (board member),Sigve Medhaug (employee representative), Odd Jarle Nese (employeerepresentative) and Egil Rogne (employee representative).
The executive management of the Aker Drilling currently consists of GeirSjøberg (President & CEO), Iain Inglis (CFO), Rune Askeland (EVP Operation),Torgils Haugstad (QHSE Director) and Ina-Merete Flaatin (HR Director).
In total, the Aker Drilling group of companies employs approximately 440employees.
This information is subject of the disclosure requirements acc. to §5-12 vphl(Norwegian Securities Trading Act)
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