ProSafe submits a voluntary offer to aquire all shares in Nortrans Offshore (NOL)

ProSafe ASA (“ProSafe”) has decided to submit a voluntary offer (the “Offer”) to acquire all outstanding shares in Nortrans Offshore Ltd. (“Nortrans”). The Offer will presented in an offer document to be issued within the next two weeks. ProSafe has already obtained acceptance from Cherryhayes Ltd., representing 59,85% of the shares in Nortrans. The Offer is thus presented in understanding with the major shareholder in Nortrans.

The Offer price will be NOK 50.00 in cash + 0.3846 shares in ProSafe for each outstanding share in Nortrans, based on a share price of NOK 130.00 per share in ProSafe. The actual number of shares in ProSafe to be issued per Nortrans share (in addition to the cash consideration) may be subject to adjustment until settlement as follows: If the average trading price on OSE for ProSafe shares during trading days 3 – 5 before settlement is different from NOK 130 per share, then the compensation of the 0,3846 ProSafe shares shall be adjusted by 50% of the difference between such average trading price and NOK 130.00. Based on a share price of NOK 130.00 per ProSafe share, the Offer values Nortrans to NOK 1,800 mill. or NOK 100.00 per share.

The acquisition of shares pursuant to the Offer is subject to the satisfaction or waiver by ProSafe of certain condition, mainly the following:

- That the offeror becomes an holder of at least 75% of the total number of shares in Nortrans
- That no materially negative issues are revealed through a Due Diligence on Nortrans’ operations
- That Prosafe’s shareholders approve the issuance of new shares to satisfy the terms of the offer
- That Hans Hvide (CEO of Nortrans) enters into a satisfactory employment/non competition clause with ProSafe.

ProSafe reserves the right, at its sole discretion, at any time to waive one or more of the conditions to the Offer.

Nortrans is a leading owner and operator of FPSO (Floating Production Storage and Offloading) and FSO (Floating Storage and Offloading) vessels outside the North Sea. From its operational office in Singapore, the company has engineered and converted a fleet of six vessels, one of which is currently undergoing conversion. Three of the vessels are wholly owned, two are 50% owned and one is operated on behalf of a client. In addition to its offices in Singapore and Houston, the company has operations and offices in Vietnam, Indonesia, India, Egypt, Angola and Ivory Coast. The market for floating production vessels and operations is growing rapidly, and is anticipated to increase by approximately 50% (approximately 40 units) from today’s level over the next four years. The majority of the increase is expected to be in areas such as West Africa, the Far East and Brazil. The US authorities are also currently evaluating the use of floating production vessels in the US Gulf.

ProSafes vision is to be a leading supplier of products and services in selected niches of the global oil and gas industry. This strategy is visualised through a combination with Nortrans. It is expected that the combination will generate synergies in the longer term as a result of Nortrans’ presence in all major offshore regions outside the North Sea, and through a possible use of parts of ProSafe’s fleet of semi submersible service rigs for floating production projects.

A combination of Nortrans’ competence, engineering resources, and market presence with ProSafe’s competence and strong balance sheet will facilitate the enlarged group to take part in the strong growth which is expected over the next few years.

The CEO of Nortrans, Hans Hvide, is confident that the combination of the two groups will give Nortrans a financial flexibility and added engineering strength to take on larger and more complex floating production projects in the future. It is the intention that Nortrans will continue under its current management as a subsidiary of ProSafe.

The CEO of ProSafe, Arne Austreid is confident that the combination of the two groups will enhance ProSafe’s growth ratio as the company through the combination becomes a dominant player in the floating production market. He is further excited about the fact that the company subsequent to the combination will have a strong presence in all major oil and gas provinces of the world.


Tananger, 22. January 2001