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Hercules Offshore, Inc. (HERO) Message Board

  • robertnupstatecarolina robertnupstatecarolina Jul 16, 2013 10:19 AM Flag

    DISCOVERY OFFSHORE APPROVAL

    DISCOVERY OFFSHORE S.A.
    STATEMENT FROM THE BOARD OF DIRECTORS1
    This statement is made by the independent directors of the Board of Directors (the
    “Board”) of Discovery Offshore S.A. (the “Company”) pursuant to section 6-16 of the
    Norwegian Securities Trading Act of 2007 in connection with the mandatory offer by
    Hercules Discovery Ltd., (the “Offeror”), indirectly a wholly owned subsidiary of Hercules
    Offshore, Inc. (“Hercules”), to acquire all outstanding shares in the Company,
    announced on 11 July 2013 (the “Offer”). Further details of the Offer are described in
    the Offeror’s announcement of the Offer dated 11 July 2013.
    After careful consideration of the terms and conditions of the Offer, the Board has
    resolved to recommend that shareholders of the Company accept the Offer. The Board
    has based its recommendation on an assessment of factors that the Board has deemed
    relevant in relation to the Offer, including, but not limited to, its assumptions regarding
    the Company’s business, financial performance and outlook, as well as the industrial and
    other implications of the transaction for the Company.
    The price of NOK 15 per share (the “Offer Price”) values the Company’s outstanding
    shares at NOK 982.5 million. The Offer Price represents a premium of 27% to the closing
    price on 21 June 2013, the last trading day prior to the announcement by the Offeror
    that it had acquired an additional 11,958,447 shares in the Company, following which the
    Offeror held 59.5% of the shares in the Company and thereby triggered the mandatory
    bid obligation, and a premium of 26%, 21% and 19%, respectively, to the volumeweighted
    average share prices in the one (NOK 11.93), three (NOK 12.44) and six month
    (NOK 12.60) periods ended on 21 June 2013. The Board finds that the Offer Price fairly
    reflects the value of the Company as assessed by the Board. The Board has received
    separate fairness opinions from Swedbank First Securities and RS Platou Markets AS in
    relation to the Offer which both provide that, as of 15 July 2013 and 5 July 2013,
    respectively, and based upon and subject to the assumptions, considerations,
    qualifications, factors and limitations set forth in the fairness opinions, the Offer Price to
    be offered by the Offeror is fair, from a financial point of view, to the shareholders of the
    Company.2
    In reaching its conclusion to recommend the Offer, the Board has also considered the
    effects the Offer might have for the other stakeholders of the Company, including its
    business partners. The Company has no employees. Based on the information set out by
    the Offeror in the Offer, the Board does not expect that the Offer will affect the
    localisation of the Company in the near future or have any other effect on the Company
    and its shareholders other than taking the Company private after the completion of the
    Offer and the squeeze-out procedure to be made after such completion. The Board
    recognizes Hercules as a leading rig company, operating a significant fleet of jackup rigs,
    barge rigs and liftboats, offering a range of services to oil and gas producers to meet
    their needs during drilling, well service, platform inspection, maintenance, and
    decommissioning operations. Hercules acts also as a manager for the Company. It
    follows that the expectation of the Board is that the Offer and matters incidental thereto,
    if successfully completed, will not jeopardize the business continuity and the business
    prospects of the Company and of its stakeholders from a non-financial point of view.
    None of the Board members currently hold shares in the Company.

    Sentiment: Strong Buy

 
HERO
0.606-0.0833(-12.08%)Mar 4 4:00 PMEST

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