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AMC CONNECTOR

October 22, 2010

Ezra to acquire Aker Marine Contractors

Singapore's Ezra Holdings Limited has signed a conditional agreement with Norway's Aker Solutions AS that will see it will acquire 100 percent of Aker Marine Contractors (AMC).

AMC is the Norwegian company's SURF (Subsea Umbilicals, Risers & Flowlines) and floater installation unit. Ezra and Aker Solutions will also enter into a 50/50 joint venture for the ownership and chartering of the Aker Connector (to be renamed AMC Connector). This Aker OSCV 06 L design multi-purpose construction vessel valued at approximately $300 million is set for delivery from STX Europe in early 2012 and has secured a long-term charter with ABB. The hull was completed at STX Europe's Tulcea, Romania, shipyard and it is now being completed in Europe.

Ezra will settle the transaction by paying Aker Solutions $50 million in cash, $100 million in shares in Ezra Holdings Ltd, and $50 million in a convertible bond with maturity after 36 months. The final $50 million plus interest will be settled in cash on and subsequent to delivery of Aker Connector. The $100 million payment in shares will give Aker Solutions a substantial shareholding in Ezra. Aker Solutions will be represented with one director on the board of Ezra.

AMC is an established subsea and marine engineering services provider with a comprehensive product offering which covers the installation of subsea/ SURF products and equipment, moorings and floaters, as well as deck floatovers and removal. The company has a successful track record in complex projects around the globe, including several firsts, such as moving the world's tallest and heaviest man-made structure (Shell/Statoil's Troll A and Gulfaks C-Norway project). AMC has built a reputable name for itself over the last 40 years and boasts a distinguished client list which includes ABB, BP, Chevron, ExxonMobil, Shell, Statoil, Total and Tullow Oil.

Ezra says that AMC's world-class installation and subsea capabilities and Ezra's fleet of subsea vessels will allow it to bid for larger and more complex projects globally.

With the impending delivery of Lewek Crusader, Lewek Falcon (Multi- Functional Support Vessel) and the future delivery of Lewek Constellation (DP3 ice-class deepwater subsea multi-lay vessel with heavy-lift capabilities in excess of 3,000 metric tonnes), Ezra is well-positioned to compete in the exclusive group of global top-tier subsea players.

In addition, Ezra and Aker Solutions have entered into a five-year cooperation agreement where both parties will cooperate on a preferred supplier and customer basis to offer complete subsea solutions for clients by bundling Aker Solution's broad product suite with Ezra's integrated subsea assets and services.


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