ROVworld Subsea Information

Acquisition of shares in DOFCON ASA
Date: Friday, February 02, 2007 @ 13:00:00 EST
Topic: GENERAL NEWS


Acquisition of shares in DOFCON ASAGeo ASA ("Geo") has today entered into agreements with shareholders in DOFCON ASA ("DOFCON" or the "Company"), to acquire their shares against consideration in Geo shares.

Geo ASA ("GEO") has today entered into agreements with shareholders in DOFCON ASA ("DOFCON" or the "Company"), representing approximately 32% of the outstanding shares in DOFCON and one conditional agreement regarding 46.7% of the outstanding shares in DOFCON, to acquire their shares against consideration in Geo shares.

Geo has entered into such a conditional agreement with DOF ASA, the largest shareholder in DOFCON, in relation to their entire shareholding of 3,122,810 shares in the Company. DOF ASA is, through DOF Rederi AS, also the majority owner in Geo with a shareholding of 44,200,000 shares, equivalent to 51.1% of the share capital. The agreement with DOF ASA is therefore conditional upon the approval by the Extraordinary General Meeting in Geo. DOF Rederi AS has committed itself to vote in favour of such a decision at the Extraordinary General Meeting. As a result, GEO has entered into agreements to acquire approximately 79% of the share capital of the Company.

The consideration offered by Geo in exchange for each DOFCON share is 3.45 new shares in Geo. Settlement of the Geo shares will be made by delivery of existing and unencumbered shares in Geo that are already listed on the Oslo Stock Exchange, made available to the managers for settlement purposes pursuant to a stock lending agreement between the managers and DOF Rederi AS. Pareto Securities ASA and SEB Enskilda ASA have been engaged as financial advisors in relation to the transaction.

Geo will as soon as practically possible set forth an offer to purchase the remaining DOFCON shares currently not held by Geo.

Note
Reference is made to the stock exchange notice released earlier today regarding acquisition of shares in DOFCON ASA ("DOFCON"). Geo ASA ("Geo") has today acquired additional shares in DOFCON representing approximately 15.5% of the outstanding shares in DOFCON against consideration in Geo shares. As a result, Geo has entered into agreements to acquire 6,400,510 DOFCON shares representing 94.47% of the share capital of DOFCON.






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