January 4, 2006
Fredriksen eyes Smedvig
Sugarland, Texas, based Noble Corporation has completed its purchase of 21,095,600 Class A shares and 2,501,374 Class B shares of Smedvig ASA from Peter T. Smedvig and members of his family and entities he controls for an aggregate purchase price of NOK 4,594,326,100. On December 29, 2005 it issued a statement reiterating an earlier announcement that it was reviewing its available alternatives in preparing to make an offer for shares of Smedvig ASA although neither a timetable nor the terms and conditions for any such offer had yet been established. It said that "the preparations of the company in this regard are proceeding diligently to finalization."
The purchase gives Noble approximately 39.24 % of the voting A shares and approximately 28.87 % of the issued shares in Smedvig ASA.
Now John Fredriksen is considering a rival offer. Today, Fredriksen-controlled SeaDrill Limited issued an Oslo Stock Exchange announcement saying it has asked Carnegie, Enskilda and Fondsfinans to establish whether or not it is possible to gather pre-acceptances for a voluntary offer from one-third of the capital or votes in Smedvig ASA (Smedvig).
The potential voluntary offer will be at an offer price of NOK 201 per Smedvig class A share ('SME') and NOK 160 per Smedvig class B share ('SMEB'). The potential voluntary offer will be made with the only condition being that a total acceptance level of more than 50 percent of the SME shares is reached.
SeaDrill says it will only launch the voluntary offer if a satisfactory level of pre-acceptances in relation to SME can be attained. Such level of acceptances will under no circumstance be below one of all SME. SeaDrill says several of Smedvig's largest shareholders have indicated an interest to pre-accept the offer by tendering all their shares in favor of the offer by way of irrevocable undertakings.
If SeaDrill receives a satisfactory level of pre-acceptances by 09.00 CET, SeaDrill will proceed with a voluntary offer with the only condition being that a total acceptance level of more than 50 percent of the SME shares is reached. SeaDrill sasys the offer period will commence and the necessary documentation will be distributed as soon as practically possible.
A combination of SeaDrill and Smedvig will create a major Norwegian based drilling company with a highly competent organization and a strong portfolio of assets, says SeaDrill.
Smedvig shareholders who want to support this initiative need to submit their pre-acceptances to Carnegie by 09.00 CET tomorrow January 5, 2006, by telephone +47 22 00 93 00 or fax +47 22 00 94 20.