26th Feb 2010 07:00
26 February 2010 Not for release, publication or distribution in or into Japan ROLLS-ROYCE ANNOUNCES £154M RECOMMENDED OFFER FOR ODIM ASA
Rolls-Royce, the global power systems company, today announced that it has reached an agreement with the Board of ODIM ASA to launch a recommended cash offer for the 67 per cent of the share capital not already held by the Group.
Under the terms of the agreement, Rolls-Royce (the "offeror") will offer ODIM ASA shareholders NOK 45 per share, representing a total consideration ofapproximately NOK 1.4bn (circa £154m), to be settled in cash from the Group's existing resources. Rolls-Royce currently holds 15,545,634 ODIM ASA shares,
comprising 33 per cent of the issued share capital acquired for NOK 45 per share in July 2009.
Listed on the Oslo Stock Exchange, ODIM ASA is a Norwegian marine technologycompany which develops and sells advanced automated handling systems forseismic and offshore vessels. Rolls-Royce has complementary capabilities inintegrated ship systems for the offshore industry, including ship design andthe design and integration of power and propulsion systems.ODIM ASA's Board of Directors has unanimously recommended that its shareholdersaccept the offer. In addition, the Board of Directors and members of managementholding shares have undertaken to accept the offer.John Paterson, President of Rolls-Royce Marine said: "This is an attractiveproposition. ODIM ASA is rich in technology with a unique subsea and deepwatercapability that complements our own activities. Integrating ODIM ASA'sinnovative technology and highly skilled people into our business will enableus to optimise our offering and provide our global customer base with a widerrange of products and services in this important market segment."Nj¥l S¦vik, Chairman of ODIM ASA, stated: "Our Board has examined all strategicoptions to maximise shareholder value and considers Rolls-Royce an attractiveowner. We have undertaken a careful review of the terms and conditions of theoffer and are unanimous in recommending that our shareholders accept theoffer."Arild Hatl¸y, CFO and acting CEO of ODIM ASA said: "We see great potential forODIM ASA in becoming part of a truly global business. We believe thatRolls-Royce's ownership will help us to optimise our business, enabling us tobetter serve our customers, as well as expanding opportunities for ouremployees."
Further information on the offer:
The offer will be made by Rolls-Royce Marine AS, a wholly-owned subsidiary of Rolls-Royce Group plc.
The complete details of the offer, including all terms and conditions, will becontained in an offer document to be sent to ODIM ASA shareholders followingreview and approval by the Oslo Stock Exchange pursuant to Chapter 6 of theNorwegian Securities Trading Act. The offer document is expected to be sent toODIM ASA shareholders on or around 1st March 2010 and the offer period isexpected to be 20 business days.
As further detailed and specified in the offer document, the offer will be subject to the following conditions being satisfied or waived:
a. the offeror receiving valid acceptances of the offer in respect of a number
of ODIM ASA shares which, together with shares already held by the offeror,
exceeds 90 per cent of the total number of shares and votes in ODIM ASA on
a fully diluted basis;
b. ODIM ASA's Board not having amended or withdrawn its recommendation of the
offer, except with the consent of the offeror;
c. receipt of all necessary permits and approvals from governmental and
regulatory authorities for the completion of the offer;
d. no court or other authority having taken any legal action that restrains or
prohibits the consummation of the offer or imposes conditions which are not
acceptable to the offeror;
e. there having been no changes to the issued share capital of ODIM ASA;
f. ODIM ASA having conducted its business in the ordinary course and in
accordance with applicable laws and regulations.
If as a result of the offer, the offeror acquires and holds more than 90 per cent of the total number of shares and votes in ODIM ASA on a fully diluted basis, the offeror intends to carry out a compulsory acquisition of theremaining shares in ODIM ASA, and then intends to file an application with theOslo Stock Exchange to de-list the shares of ODIM ASA.
NM Rothschild & Sons Limited is acting as sole financial adviser to Rolls-Royce, and Wiersholm, Mellbye & Bech, advokatfirma AS and Freshfields Bruckhaus Deringer LLP are acting as legal advisers.
The offer and any acceptances thereof shall be governed by and construed in accordance with the laws of Norway. The courts of Norway shall have exclusive jurisdiction over any dispute arising out of or in connection with the offer.
Disclosure of ownership of and rights to shares
Rolls-Royce currently holds 15,545,634 ODIM ASA shares, comprising 33 per centof the issued share capital and voting rights of ODIM ASA. In addition,shareholders holding a total of 633,800 shares, corresponding to 1.35 per centof the issued share capital and voting rights of ODIM ASA, undertook to acceptthe offer after close of trading on 25 February 2010, causing ODIM ASA toexceed the disclosure threshold of 1/3 of the share capital and voting rightsof ODIM ASA.Notes to Editors
1. Rolls-Royce, a world leading provider of power systems and services for use
on land, at sea and in the air, has established a strong position in global
markets - civil aerospace, defence aerospace, marine and energy.
2. Rolls-Royce employs over 38,000 skilled people in offices, manufacturing
and service facilities in 50 countries. The Group has a strong commitment
to apprentice and graduate recruitment, and to further developing employee
skills.
3. In 2009, Rolls-Royce invested £864m on research and development, two thirds
of which had the objective of further improving the environmental aspects
of its products, in particular the reduction of emissions.
4. Annual underlying revenues were £10.1bn in 2009, of which about half came
from services revenues. The firm and announced order book stood at £58.3bn
at 31 December 2009, providing visibility of future levels of activity.
5. The Marine business of Rolls-Royce employs 8,000 people in 34 countries
with the main manufacturing centres being in the UK, the Nordic countries,
the United States and increasingly Asia.
6. Rolls-Royce is a world leader in marine solutions, providing products,
service and expertise to more than 30,000 vessels in the offshore,
merchant, naval surface and submarine markets. It designs ships and its
product range includes propulsion systems featuring diesel engines and gas
turbines, propellers, thrusters and water jets. Rolls-Royce also provides
manoeuvring and stabilising systems and deck machinery.
7. ODIM ASA is a global technology group that engineers and produces advanced
and complete automated handling solutions in the offshore oil & gas, naval
and power generation markets.
8. ODIM ASA is headquartered in Hareid, Norway, with operations in six
countries, including Norway, Canada, Singapore and Vietnam and employs
approximately 900 people worldwide.
9. ODIM ASA's annual revenues were NOK 1,996m (circa £217m) in 2009, of which
95 per cent represents marine applications, generating profit before tax of
NOK 126m (circa £14m).
10. ODIM ASA has over 35 years of experience within the seismic and offshore
supply market. ODIM ASA also has a solid position in specialist areas of
the defence and nuclear markets. The Subsea and Deepwater Installation
division also develops and sells products aimed at customers in the well
intervention and drilling end-markets. ODIM ASA is making a significant
commitment to the very promising deep water sector, in which it has
established a unique position with its ODIM ASA Cable Traction Control Unit
(CTCU) technology.
For further information, please contact:
Investor relations:Mark AlflattDirector of Financial CommunicationsRolls-Royce plcTel: +44 (0)20 7227 [email protected] relations: Josh Rosenstock Head of Corporate Communications Rolls-Royce plc Tel: +44 (0)20 7227 9163 [email protected]
www.rolls-royce.com
Important notices
This release is not intended for distribution to, or use by, any person orentity in any jurisdiction or country where such distribution or use would becontrary to local law or regulation. This release has been prepared byRolls-Royce. No representation or warranty (express or implied) of any natureis given, nor is any responsibility or liability of any kind accepted, withrespect to the truthfulness, completeness or accuracy of any information,projection, statement or omission in this presentation. This release does notconstitute, nor does it form part of, any offer or invitation to buy, sell,exchange or otherwise dispose of, or issue, or any solicitation of any offer tosell or issue, exchange or otherwise dispose of, buy or subscribe for, anysecurities, nor does it constitute investment, legal, tax, accountancy or otheradvice or a recommendation with respect to such securities, nor does itconstitute the solicitation of any vote or approval in any jurisdiction, norshall there be any offer or sale of securities in any jurisdiction in whichsuch offer, solicitation or sale would be unlawful prior to registration orqualification under the applicable securities laws of any such jurisdiction (orunder exemption from such requirements). The offer will be made solely by meansof the offer document and the acceptance forms accompanying the offer document,which will contain the full terms and conditions of the offer including detailsof how it may be accepted.
The offer is not being made in or into, and is not capable of acceptance in or from, Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute documents in or into Japan.
Notice to US holders of ODIM ASA shares
The offer is being made for the securities of a Norwegian company and issubject to Norwegian disclosure requirements, which are different from those ofthe United States. The financial information included in this document has beenprepared in accordance with International Financial Reporting Standards andthus may not be comparable to financial information of US companies orcompanies whose financial statements are prepared in accordance with generallyaccepted accounting principles in the United States. The offer will be made inthe United States pursuant to the applicable US tender offer rules andotherwise in accordance with the requirements of the Norwegian SecuritiesTrading Act. Accordingly, the offer will be subject to disclosure and otherprocedural requirements, including with respect to withdrawal rights, offertimetable, settlement procedures and timing of payments, that are differentfrom those applicable under US domestic tender offer procedures and law.The receipt of cash pursuant to the offer by a US holder of ODIM ASA shares maybe a taxable transaction for US federal income tax purposes and underapplicable state and local, as well as foreign and other tax laws. Each holderof ODIM ASA shares is urged to consult his independent professional advisorimmediately regarding the tax consequences of acceptance of the offer.It may be difficult for US holders of ODIM ASA shares to enforce their rightsand claims arising out of the US federal securities laws, since Rolls-Royce andODIM ASA are located in countries other than the United States, and some or allof their officers and directors may be residents of countries other than theUnited States. US holders of ODIM ASA shares may not be able to sue a non-UScompany or its officers or directors in a non-US court for violations of the USsecurities laws. Further, it may be difficult to compel a non-US company andits affiliates to subject themselves to a US court's judgement.In accordance with normal Norwegian practice and pursuant to Rule 14e-5(b) ofthe US Exchange Act, Rolls-Royce or its nominees, or its brokers (acting asagents), may from time to time make certain purchases of, or arrangements topurchase, ODIM ASA shares outside of the United States, other than pursuant tothe offer, before or during the period in which the offer remains open foracceptance. These purchases may occur either in the open market at prevailingprices or in private transactions at negotiated prices. Information about suchpurchases will be disclosed to the extent required by Norwegian law. Anydisclosures pursuant to Norwegian legal requirements will be reported to OsloB¸rs and distributed through its electronic information system and will beavailable on the Oslo B¸rs website, www.oslobors.no/ob_eng/.
Forward-looking statements
Certain statements in this announcement constitute forward-looking statements.The forward-looking statements contained herein include statements about theexpected effects of the offer, the expected timing and scope of the offer andother statements other than in relation to historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intends", "expects", "anticipates", "targets", "estimates","believes", "should", "plans", "will", "expects" and similar expressions orstatements that are not historical facts are intended to identify thoseexpressions or statements as forward-looking statements. These statements arebased on the current expectations of Rolls-Royce and are naturally subject touncertainty and changes in circumstances. By their nature, forward-lookingstatements involve risk and uncertainty and the factors described in thecontext of such forward-looking statements in this announcement could causeactual results and developments to differ materially from those expressed in orimplied by such forward-looking statements. There are a number of factors thatcould cause actual results and developments to differ materially from thoseexpressed or implied by such forward-looking statements. These factors include,but are not limited to, the satisfaction or waiver of the conditions to theoffer, economic and market conditions in the geographic areas and industriesthat are or will be major markets for Rolls-Royce's or ODIM ASA's businesses,oil prices, market acceptance of new products and services, changes ingovernmental regulations, interest rates, fluctuations in currency exchangerates. Given these risks and uncertainties, investors should not place unduereliance on forward-looking statements. Neither Rolls-Royce nor any of itsassociates or directors, officers or advisers, provides any representation,assurance or guarantee that the occurrence of the events expressed or impliedin any forward-looking statements in this announcement will actually occur.Other than in accordance with their legal or regulatory obligations (includingunder the UK Listing Rules, the Disclosure and Transparency Rules of theFinancial Services Authority and the Norwegian Securities Trading Act),Rolls-Royce is not under any obligation and expressly disclaims any intentionor obligation to update or revise any forward-looking statements, whether as aresult of new information, future events or otherwise.
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