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January 9, 2006

SeaDrill controls 40 percent of Smedvig votes

The battle for control of Norwegian offshore drilling contractor Smedvig continues. Sugarland, Texas, based Noble Corporation has completed a purchase of Smedvig family controlled shares that give it a 39.2 percent slice of Smedvig's voting A shares. However, Smedvig has become a take over target for Norwegian entrepreneur and acquisition king Johm Fredriksen.

On Friday, it briefly looked as though Fredriksen was backing off.

Fredriksen's SeaDrill said it was withdrawing a planned voluntary offer for Smedvig ASA. That offer was based on an offer price of NOK 201 per Smedvig class A share and NOK 160 per class B share.

When it announced it was pulling the offer, SeaDill said it would "consider all available options." Those options evidently included sweetening its price.

Today SeaDrill announced a new offer of NOK 205 per Smedvig class A share and NOK 165 per class B share.

The offer is subject to only one condition which is that a total acceptance level of more than 50 % of the SME shares is attained. The Offer will be withdrawn if this condition is not either met or waived prior to completion of the Offer.

SeaDrill also disclosed today that it has entered into agreements with Smedvig shareholders whereby shareholders controlling 19,260,383 class A-shares and 8,881,969 class B-shares have tendered shares in favor of the offer. The acceptances are subject to certain time limitations.

"Including both the accepted shares and the already owned shares, SeaDrill controls 21,505,983 class A-shares and 8,881,969 class B-shares, constituting in excess of 40 % of the Smedvig votes and 37 % of the Smedvig capital," said a SeaDrill statement.

Interestingly, the shares now controlled by Fredriksen include 1,025,000 class A shares tendered by Smedvig ASA, which said in a disclosure to the Oslo Stock Exchange that "the Smedvig shareholder structure has recently changed significantly. In that respect, the company wants to contribute to a process where all shareholders within a reasonable time period are presented with an offer for their shares."

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