Songa to Buy Remaining Stake in Semisub

- Songa to Buy Remaining Stake in Semisub

Monday, July 25, 2011
Songa Offshore SE

Songa has entered into an agreement with the minority shareholders in Songa Eclipse to acquire the remaining 48.1% stake, following which Songa will have obtained 100% ownership. The transaction is expected to be completed at delivery of the Rig, subject to inter alia Songa securing the necessary take-out financing. The sellers of the shares are sub-funds of Sector Umbrella Trust managed by Sector Omega ASA (35.1%) and Pareto World Wide Offshore AS (13.1%) (the "Sellers").

Under the terms of the agreement, Songa will acquire the shares for USD 65 million as well as a conditional bonus payment to be made within 18 months from delivery of the Rig.

The conditional bonus payment will be calculated on the basis of the Rig's fair market value at the time of notice by the Seller less the purchase price already paid by Songa.

This new agreement enables Songa to optimize the financing of Songa Eclipse as a 100% owner, and replaces the current agreement between Songa and the Sellers, as described in the press release sent out by Songa on 24 March 2010. Songa is in the process of financing the rig with its existing banking group, and expects to get this in place prior to delivery of the Rig.

Through this transaction, Songa has obtained full ownership of its first modern ultra-deepwater semi-submersible Rig and should be seen as part of the Company's overall strategy to renew its fleet. Songa has been able to secure this position within 16 months from the initial investment, with a gradually increasing ownership. The weighted average total rig cost for Songa before the remaining bonus payment is estimated to be USD 660 million.

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