Sevan Drilling ASA: BOARD STATEMENT WITH RESPECT TO THE MANDATORY OFFER MADE BY SEADRILL LIMITED
This statement is made by the undersigned members of the board of directors (the "Board") of Sevan Drilling ASA (the "Company" or "Sevan Drilling") in connection with the mandatory offer (the "Offer" or the "Mandatory Offer") by Seadrill Limited (the "Offeror" or "Seadrill") to acquire all shares in Sevan Drilling not already owned by Seadrill, as described in Seadrill's mandatory offer document dated 24 July 2013 (the "Offer Document").
This statement is made pursuant to section 6-16 of the Norwegian Securities Trading Act. Board member Per Wullf has due to his employment as CEO of Seadrill not participated in the deliberations or the issuance of the statement. In addition, directors Erling Lind (chairman) and Birgitte Vartdal have both abstained from the issuance of the statement. The statement is therefore, in agreement with Oslo Børs pursuant to section 6-16 (4) of the Norwegian Securities Trading Act, issued by directors Kristian Johansen (deputy chairman) and Benedicte Schilbred Fasmer only.
On 27 June 2013, Seadrill announced that it had acquired control of 50.1 % of the outstanding shares of Sevan Drilling, and that it would make a mandatory offer for the remaining shares in the Company. The Offer was subsequently formally launched on 24 July 2013. As follows from the Offer Document, there had been no contact between the Company and the Offeror prior to announcement of the Offer.
The price per share of the Company offered by Seadrill in the Offer is NOK 3.95 (the "Offer Price"). The Offer Price is payable in cash in NOK, and translates to a market capitalization of Sevan Drilling of NOK 2,349 million. The Offeror has, as required by section 6-10 (7) of the Norwegian Securities Trading Act, provided for a bank guarantee covering its obligation to settle the Offer Price.
The period in which the Offer may be accepted commenced on 25 July 2013 and ends on 22 August 2013 at 16.30 hours (CET), subject to extension of up to two weeks (the "Offer Period"). According to the Offer Document, settlement will be made as soon as reasonably possible, and no later than two weeks after expiry of the Offer Period (i.e. on 5 September 2013, subject to extensions).
In line with the Norwegian Securities Trading Act, the Offer is not made subject to any conditions.
Consequences of the Offer
As at the date hereof, Seadrill already controls 50.1% of the Company's outstanding shares, and as a result has the ability to exert decisive influence over certain actions requiring shareholder approval including without limitation declaration of dividends and election of directors. Through its present or future representation on the Board and through management agreements and financial arrangements, Seadrill may also exert significant operational influence. While transactions with Seadrill could benefit the Company and thus the minority shareholders, the interests of the majority shareholder may not at all times be aligned with those of other shareholders.
If the Offeror, as a result of the Offer or otherwise, acquires shares of the Company representing more than 67% of the voting rights in the Company, the Offeror will have a qualified majority in the Company's shareholders' meetings, and may thus pass resolutions such as amending the articles of association, issuing new capital (for cash or kind contributions) and apply for delisting of the Company's shares (actual delisting still subject to Oslo Børs review and approval). If the Offeror becomes the owner of 90% or more of the Company's shares, the Offeror will have the right (and each remaining shareholder in the Company will have the right to require the Offeror) to commence a compulsory acquisition for cash of the Company's shares not already owned by the Offeror for the true value of such shares.
The completion of the Offer will not in itself have any legal, economic or other work-related consequences for the employees of the Company. Seadrill has informed in the Offer Document that it does not have any immediate plans to make changes to the Company's workforce following the completion of the Offer or that would have legal, economic or work-related consequences for the employees of the Company. Seadrill has, however, previously announced its intention to put in place appropriate management agreements for the purpose of reducing costs, benefitting from synergies and improving performance. Although it may be too early to identify all consequences, it is the Company's view that such agreements necessarily will impact the organization and resources of Sevan Drilling.
The Offer has been made known to the Company's employees. The employees have not made any separate statement regarding the Offer, but any such statement made (if any) prior to the end of the Offer Period will be disclosed separately as appropriate.
We have reviewed the Offer Document and the terms of the Offer.
Pursuant to the Offer Document, the Offer Price of NOK 3.95 per Share represents a premium of 16.2% to the closing share price of NOK 3.40 on 26 June 2013, the last closing price prior to the Seadrill's announcement that it would make the Offer, and a premium of 18.3% and 5.9% over the volume weighted average price of the Company's shares for the last three and six month periods, respectively, prior to announcement of the intention to make the Offer. However, the Offer Price represents a negative premium (discount) to more recent and current trading prices.
The Offer Price of NOK 3.95 is believed to undervalue Sevan Drilling's assets and prospects, and represents a significant discount to analyst consensus (before and after announcement of the Offer and subsequent releases), net asset value estimates and target prices. In our opinion, the Offer Price is significantly below the fair market value of Sevan Drilling. Furthermore, it is further assumed that Seadrill's increased vested interest in the Company and potential operational and marketing synergies going forward, together with the new, Seadrill supported financing being put in place and the delivery of Sevan Louisiana (expected to come into operations in Q1 2014) and Sevan Driller 4, may imply that the Company's shares may represent an attractive financial opportunity for Sevan Drilling's shareholders.
Based on the above and other relevant factors, the undersigned has concluded not to recommend the shareholders of Sevan Drilling to accept the Offer. However, as Seadrill regardless of the outcome of the Offer has a controlling stake in the Company, cf above, and as there can be no assurances as to the price at which the Company's shares will trade once the Offer is completed, shareholders are encouraged to make their own considerations of the factors listed herein, and make their own assessments with respect to their ownership in the Company.
The Company's CEO Scott Kerr and CFO Jon Willmann, as well as those board members holding shares, have all informed that they will not accept the Offer for their shares.
N M Rothschild & Sons Limited is acting as financial advisor and Advokatfirmaet Schjødt AS is acting as legal advisor to Sevan Drilling in connection with the Offer.
Oslo, 8 August 2013
| Kristian Johansen |
in capacity as deputy chairman
of the Board of Sevan Drilling ASA
| Benedicte Schilbred Fasmer |
in capacity as director
of the Board of Sevan Drilling ASA
About Sevan Drilling:
Sevan Drilling ASA is an international offshore drilling contractor specializing in the ultra deepwater segment. Sevan Drilling ASA is listed on Oslo Børs.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.