EMERSON CONTROLS MORE THAN 90% OF THE SHARES IN ROXAR ASA
ST. LOUIS, MO; APRIL 1, 2009. Emerson (NYSE: EMR) today announced that its wholly owned subsidiary Aegir Norge Holding AS (“Aegir”) owns or has received acceptances for more than 90% of the shares in Roxar ASA (OSE: ROX) (“Roxar”).
Aegir made an offer to purchase all outstanding shares in Roxar (the “Offer”) through an offer document dated 4 March 2009 (the “Offer Document”). The offer period expired at 17:30 CET on 1 April 2009. Approximately 167.5 million shares were tendered, representing approximately 68.8% of the outstanding and issued shares in Roxar. In addition, Aegir owns 67,450,317 shares in Roxar, corresponding to 27.7% of the outstanding and issued shares. The shares tendered, combined with shares owned, currently represent approximately 96.5% of the shares and voting rights in Roxar. The Offer was conditional upon Aegir receiving acceptances of more than 90% of the capital and voting rights of Roxar, including shares owned by Aegir.
There may be adjustments to the preliminary result. The final result will be published as soon as it is available.
Subject to the satisfaction or waiver of the remaining conditions to the Offer, Aegir intends to make a compulsory acquisition of the remaining shares in Roxar pursuant to the Norwegian Public Companies Act, and to propose to the general meeting of Roxar that an application is filed with Oslo Stock Exchange to de-list the shares of Roxar.
In accordance with section 1.6 (Conditions to the Offer) of the Offer Document, Aegir will issue a notification through the Oslo Stock Exchange as soon as each of the remaining conditions to the Offer has been met, waived or failed to be met.
Media Contacts:
Mr. Mark Polzin
Tel. +1 314.982.1758
Important Notices:
Rules of the U.S. Securities and Exchange Commission require public disclosure in the United States of certain information filed by Roxar ASA with the Oslo Stock Exchange related to purchases of Roxar ASA shares made by Aegir Norge Holding AS outside of the offer. Emerson will comply with this requirement by posting such information on the Emerson website at www.emerson.com under the Investor Relations tab. It is important that U.S. holders understand that the voluntary offer is subject to disclosure and takeover laws and regulations in Norway that may be different from those in the United States.
This release is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. This release has been prepared by Emerson Electric Co. and Aegir Norge Holding AS. No representation or warranty (express or implied) of any nature is given, nor is any responsibility or liability of any kind accepted, with respect to the truthfulness, completeness or accuracy of any information, projection, statement or omission in this presentation. This release does not constitute, nor does it form part of, any offer or invitation to buy, sell, exchange or otherwise dispose of, or issue, or any solicitation of any offer to sell or issue, exchange or otherwise dispose of, buy or subscribe for, any securities, nor does it constitute investment, legal, tax, accountancy or other advice or a recommendation with respect to such securities, nor does it constitute the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
applicable securities laws of any such jurisdiction (or under exemption from such requirements).