Subsea7 byr på aksjer i DOF

[Refvik]

Subsea7 offer to acquire 100% of the issued share capital of DOF Group ASA​

Luxembourg - 16 June 2023 - Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY)announced today that it made a proposal to the Board of Directors of DOF GroupASA ("DOF") on Thursday 15 June 2023 to acquire the entire issued share capitalof DOF.

Subsea7 has offered holders of DOF equity NOK 35 per share, comprised of NOK 7in cash and NOK 28 in newly-issued shares in Subsea7(1). As a result of the proposed transaction DOF's ownership of the pro-forma entity would be 11.5%.Further details can be found in the attached copy of the Offer letter. This proposal represents a premium of 25% to DOF's targeted IPO(2) price of NOK 28per share.

On Friday 16 June 2023, Subsea7 was informed that the Offer was rejected at this stage.

Subsea7 believes that the combination with DOF would bring significant benefits to Subsea7's shareholders:

* Accelerated shareholder returns - If the transaction proceeds, Subsea7 intends to return $250 million per annum to its shareholders for five years from 2025. For Subsea7 shareholders this represents a commitment to an increased long-term payment, and an approximate dividend yield of 8%(1).
* Secured access to an enlarged fleet - Subsea7 would secure access to vessels that would allow it to further capitalise on positive developments in the subsea and offshore wind markets.

Subsea7 believes that the combination with DOF would bring significant benefits to DOF's existing stakeholders:

* Accelerated shareholder returns - If the transaction proceeds, Subsea7 intends to return $250 million per annum to its shareholders for five years from 2025. For DOF shareholders, this is a significantly earlier and more material return of capital than can currently be expected.
* Increased share liquidity - Subsea7 believes that the combined company would benefit from a substantial free float of approximately 80% of the issued share capital, representing approximately NOK 39 billion of equity assuming current market prices and the Offer. Existing DOF shareholders would have the benefit of significantly increased liquidity in their holdings of Subsea7 shares.
* Strong pro-forma balance sheet - Subsea7 believes that the capital structure of the combined company would have investment-grade characteristics, a significant improvement on the DOF stand-alone capital structure.

The offer is conditional upon retention of the existing bank debt and bond debtfacilities without impact from any change of control provisions that may exist.Subsea7's offer would be subject customary regulatory approvals and otherconditions as described in the Offer letter.

1. Based on Subsea7's share price at the close of Oslo Børs on 14 June 2023 of NOK 112.
2. DOF announced its intention to seek an initial public offering (IPO) on 1 June 2023. On 12 June 2023 DOF announced a price for the IPO of NOK 28 per share. More details are available at www.dof.com

 

[Refvik]

Subsea7 does not extend its offer for DOF Group ASA​

Luxembourg - 19 June 2023 - Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY) confirms today that its offer, dated 15 June 2023, for the entire share capital of DOF Group ASA (DOFG) expires at the end of today. This follows the rejection of the offer by the board of DOFG on 16 June 2023.

The board of DOFG concluded that NOK 35 per share is below the equity valuation expectation of the board and its current shareholders. Subsea7 was guided in its offer by the pricing of the new share issue through an initial public offering at NOK 28 per share, as well as the pricing of shares allocated to the DOFG chairman and directors at NOK 23 per share on the 8 June 2023.

While major shareholders in DOFG we have contacted have expressed support for the industrial rationale for the combination and the attractiveness of the Subsea7 equity element of the offer, the board of DOFG has refused to engage with Subsea7 on this offer.

Subsea7 is not prepared to amend its offer without the board of DOFG expressing willingness to open a constructive dialogue. Subsea7 reiterates its conviction in the strategic rationale, industrial logic and the attractiveness of Subsea7 equity as part of the offer, which it believes is in the best interests of both companies' shareholders.