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HitecVision and Skogen Investering announce bid for Grenland Group

Skogen Investering and HitecVision together want to strengthen and further develop the oil service company Grenland Group ASA (“GGG”) through a joint ownership company, HVS Invest AS, which aims to acquire 100 per cent of the shares in Grenland Group

HVS Invest is today announcing a voluntary cash offer to the shareholders in Grenland Group to buy all shares in the company for NOK 13 per share. The price is 31 per cent above the last closing price on the Oslo Stock Exchange and 33 per cent above the average volume weighted share price during the last three months. The offer values Grenland Group at NOK 347 million.

”Grenland Group is an interesting company with great potential, but it is currently going through a period with challenging market conditions that could last for several years. In such a period, we think that the company is best served as a privately held company with a few active owners. This will provide the management with more space to focus on strategic and operational challenges, as well as the opportunities that arise due to the market conditions,” says Hallgeir Skogen, CEO of Skogen Investering, and founder and CEO of Grenland Group.

Skogen Investering today owns 39.2 per cent of the shares in Grenland Group. Together with HitecVision, the ambition is to take a stronger hold of the further development of the company. The new company, HVS Invest will only own shares in Grenland Group, and be set up for the sole purpose of managing this industrial engagement.

The offer will be conditional upon HVS Invest receiving acceptances for at least 90 per cent of the shares in Grenland Group. If all shareholders accept the offer, HVS Invest will be 50 per cent owned by Skogen Investering and 50 per cent owned by HitecVision. The shareholders in HVS Invest have, according to an agreement from 11 October 2009, agreed to further develop Grenland Group.

”HitecVision has followed Grenland Group closely over a longer time period, and we appreciate that Skogen Investering opened for cooperation and look forward to a joint ownership of an exciting company. We look forward to contributing to renewed growth – even if the coming years in the oil and gas industry may prove challenging. HitecVision enters this cooperation with its oil and gas know-how and strong capital base,” says in HitecVision.

About the transaction

The offer will be conditional upon HVS Invest receiving acceptances for at least 90 per cent of the shares in Grenland Group. Unless waived by the Offeror, the offer is also subject to regulatory and other customary conditions. However, the Offer will not be subject to financing. The launching of the offer is conditional upon the completion of due diligence.

The voluntary Offer will be opened for acceptances as soon as the Offer document has been approved by Oslo Børs. The Offer document will contain the complete terms of the offer.

Assuming the pre-conditions relating to the Offer are met, HVS Invest will acquire the 10,447,243 shares (39.2 per cent of the shares and votes) in Grenland Group that Skogen Investering owns. Skogen Investering will transfer the shares in exchange for an 50 per cent ownership stake in HVS Invest, based on the price in the Offer. Skogen Investering’s ownership in HVS Invest will be 50 per cent as a result of HVS Invest being partly capitalised through both new equity and loan from HitecVision.

HVS Invest will following the transactions with Skogen Investering own 10,447,243 shares in Grenland Group, equivalent to 39.2 per cent of the shares and votes. HVS Invest has as per today received pre-acceptances from three of the other large shareholders of Grenland Group. Together these shareholders control 8,250,992 Grenland Group shares, representing approximately 31.0 per cent of the total shares in Grenland Group. The Offeror has thus in total received pre-acceptances from shareholders representing in total 18,698,235 shares, representing approximately 70.1 per cent of the total shares in Grenland Group.

Skogen Investering is represented in Grenland Group´s board of directors through Hallgeir Skogen.

About Grenland Group ASA

Grenland Group is one of Norway’s leading companies within engineering, oil service and fabrication. Grenland Group is organised in three business areas: Subsea Fabrication that manufactures and installs subsea equipment for the oil and gas industry; Maintenance & Modifications that focuses on modification and maintenance projects for offshore installations and land-based industries; and Process Solutions that delivers services and solutions for floating production storage and off-loading (FPSO) vessels, drilling and well intervention units and marine vessels. Grenland Group employs approximately 1,200 people.