DNV and GL agree to merge

GL DNV PKDECEMBER 20, 2012 — Classification societies DNV and GL have signed an agreement to merge. The DNV Foundation will hold 63.5 percent and GL's owner, Mayfair SE, 36.5 percent in a new entity that will be called DNV GL Group and that will be headquartered and registered in Norway. The transaction requires approval from competition authorities.

Left to Right: Hinrich Stahl, Maryland GmbH (investment arm of GL owner Mayfair SE), Erik van der Noordaa, CEO GL Group and Henrik O. Madsen, CEO DNV

Mayfair SE is controlled by Hamburg billionaire Guenter Hertz who stepped in at the end of 2006 with a friendly offer to GL shareholders that blocked a take-over by Paris-headquartered rival Bureau Veritas. The move came after negotations with other potential rescuers, including DNV, did not materialize.

"DNV is the partner of choice for GL," Mr. Herz said today. "Besides DNV's clear commitment to Hamburg our decision for this partnership is based on the complementary fit of DNV and GL as well as the joint ambition for innovation and quality of both companies. As a long-term oriented shareholder we consider this partnership to be the continuation of our successful investment in Germanischer Lloyd."

"There were negotiations between DNV and GL both in 1999/2000 and in 2006 about closer cooperation. I am very pleased that timing now seems to be right," said Leif-Arne Langøy, the Chairman of DNV's Board of Directors.

The new DNV GL Group, with a combined turnover of some EUR 2.5 billion. It will be one of the world's leading ship classification societies and risk experts in the oil and gas, renewable energy and power sectors, and among the global top three providers of management system certification.

DNV GL Group will operate in the business segments Maritime, Oil & Gas, Energy and Business Assurance. Its global headquarters will be at Høvik outside of Oslo.

The maritime business unit will be headquartered in Hamburg, Germany, while maintaining its commitment to the Norwegian maritime cluster. Oil & Gas will be headquartered at Høvik, Norway, while Energy will be headquartered in Arnhem, the Netherlands and Business Assurance in Milan, Italy. DNV GL Group will be organized as a Norwegian limited company (AS).

"The merger rests on a strong strategic rationale, and responds to challenges of increased globalization, rapid technological change and the need for sustainable development. Our customers will benefit from an increased service offering and global competence base as well as one of the densest networks," said DNV's Group CEO, Henrik O. Madsen, who will be the CEO of the combined new company.

"The merger with DNV supports our long-term goal of being recognized as one of the most respected technical assurance and advisory companies in the world," said GL Group CEO, Erik van der Noordaa.

By combining the two international organizations, the new company will be one of the world's leading independent technical service providers with state-of-the-art technological expertise and strong capabilities for innovation.

DNV GL Group will strengthen its foothold in several areas of expertise, including the maritime segment and across the entire oil & gas value chains. The Group will be one of the global leaders in pipeline verification and asset integrity services as well as in renewable energy certification and advisory services. Moreover, it will be a strong player within power transmission and distribution as well as testing and certification services. To enhance its service offering the DNV GL Group will strengthen its focus on R&D and innovation.

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