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  • Saga Tankers ASA : Mandatory cash offer from Saga Tankers ASA to acquire 100 per cent of the shares of S.D. Standard Drilling Plc at NOK 1.35 per share
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Saga Tankers ASA : Mandatory cash offer from Saga Tankers ASA to acquire 100 per cent of the shares of S.D. Standard Drilling Plc at NOK 1.35 per share

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NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA AND JAPAN, OR OTHER RESTRICTED TERRITORIES


Reference is made to the stock exchange notice dated 20 May 2015 regarding Saga Tankers ASA's purchase of 78,338,000 shares in S.D. Standard Drilling Plc, which triggered a mandatory offer obligation for purchase of the remaining shares in S.D. Standard Drilling Plc ("SDSD"). Reference is furthermore made to the stock exchange notice published by the Oslo Stock Exchange on 17 June 2015 regarding the approval of an offer document.


Saga Tankers ASA (the "Offeror") hereby announces a cash tender offer (the "Offer") to acquire all issued and outstanding shares (the "Shares") in SDSD not already owned by the Offeror or persons acting in concert with the Offeror. The acceptance period starts today and ends on 15 July 2015 at 17.30 CET.


The Offeror is offering a consideration of NOK 1.35 per Share (the "Offer Price"), payable in cash. The Offer Price values SDSD at a market capitalization of NOK 353,700,000. The Offer Price is equal to the closing price at Oslo Børs on 19 May 2015, which was the last trading day before the mandatory offer obligation was triggered. Moreover, the Offer Price represents a premium of 3.4 per cent to SDSD's volume weighted average share price for the 3 month period ending on 19 May 2015, respectively. The Offer is wholly unconditional and will be financed exclusively by way of existing funds available to the Offeror.


The Offeror, and persons acting in concert with it, currently holds 157,013,630 Shares, corresponding to 59.93 per cent of the total issued and outstanding Shares. The Offeror does not hold any rights to acquire Shares in the Company.


The Offeror does not inted to propose a delisting from the Oslo Stock Exchange of the Shares.


An offer document regarding the Offer will be sent to SDSD's shareholders on or around today's date. The offer document will be sent to all registered SDSD shareholders with known addresses appearing in the shareholders' register as evident in VPS as of 17 June 2015, except for shareholders which cannot legally receive the offer document. The offer document will also be available via the website of the financial advisor and receiving agent for the Offer, Swedbank Norge, on www.swedbank.no. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction. The offer document contains the full terms and conditions of the Offer, including details on how the Offer may be accepted. The Offer is regulated by both the Norwegian Securities Trading Act and the Cypriot Takeover Bid law.


Swedbank Norge is acting as financial advisor and Advokatfirmaet CLP is acting as legal advisor to the Offeror in connection with the Offer.


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For further information, please contact:

CEO Espen Lundaas

+47 92 43 14 17


This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act).


 

 

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