Rolls-Royce announces offer to acquire ODIM

Rolls-Royce today announced that it has reached an agreement with the Board of ODIM ASA to launch a voluntary cash offer for all outstanding shares of ODIM ASA.

Under the terms of the agreement, Rolls-Royce will offer NOK 45 per share in cash, which represents approximately NOK 2.120 million for the total share capital of ODIM. Rolls-Royce currently holds 15,545,634 ODIM shares, comprising 33 per cent of the issued share capital. ODIM’s Board of Directors has unanimously resolved to recommend the offer. Shareholders representing approximately 1.35% per cent of ODIM’s outstanding shares, including members of the board and the management who hold shares in the company, have agreed to accept the offer. Njål Sævik, chair of ODIM, states: “Our Board has examined all strategic options to maximise shareholder value and considers Rolls-Royce an attractive owner. We have undertaken a careful review of the terms and conditions of the offer and are unanimous in recommending that our shareholders accept the offer.” “We rank today as a global technology leader that engineers and produces advanced and complete automated handling solutions in the offshore oil & gas, naval and power generation markets. Rolls-Royce has complementary capabilities in integrated ship systems for the offshore and naval industry, including ship design and the design and implementation of power and propulsion systems. Rolls-Royce is a world leader in the onshore and offshore oil and gas industry and a growing force in the global electrical power market” says Arild Hatløy, CFO and acting CEO of ODIM. “We see great potential for ODIM in becoming part of a truly global business. We believe that Rolls-Royce’s ownership will help us to optimise our business, enabling us to better serve our customers, as well as expanding opportunities for our employees,” he continues. Anders Almestad, President Offshore in Rolls-Royce says: “ODIM is rich in technology with a unique subsea and deepwater capability that complements our own activities. Integrating ODIM’s innovative technology and highly skilled people into our business will enable us to optimise our offering and provide our global customer base with a wider range of products and services in this important market segment.” SEB Enskilda AS is acting as financial advisor and Advokatfirmaet Schjødt DA is acting as legal advisor to ODIM ASA in connection with the offer. SEB Enskilda AS has provided a fairness opinion dated 25 February 2010 to the Board of ODIM ASA.