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Revus Energy (OSL:REVUS) Wintershall Holding Aktiengesellschaft ("Wintershall") has reached an agreement with Revus Energy ASA ("Revus") (OSE:REVUS), to launch a recommended voluntary offer (the "Offer") for 100 per cent of the shares of Revus. A cash consideration of NOK 110 will be offered per share, valuing the total share capital of Revus at approximately NOK 5,040 million (approximately USD 740 million).
The Offer represents a premium of 145% per cent compared to the closing share price of NOK 44.90 on the last trading day prior to Wintershall's public announcement of its intention to make the Offer and a premium of 64% , 44% and 44% to the three, six and twelve month average closing prices respectively.
Revus' Board of Directors (the "Board"), which has been advised by J.P. Morgan plc/JPMorgan Cazenove Limited and First Securities ASA, has unanimously decided to recommend the Offer. In reaching its decision, the Board has carefully evaluated and considered the terms and conditions of the Offer and is of the opinion that the Offer fairly reflects the underlying values in the Company.
"We believe this is an attractive offer to shareholders, fairly reflecting the underlying values of the company. I am very proud of the achievements of our company to date and am excited about its future under a new owner," said Harald Vabø, CEO of Revus Energy.
The Board believes Wintershall, a global oil and gas exploration and production company, is well placed to support Revus with resources and expertise in implementing its strategy to develop further its position as a leading North Sea exploration company.
Further, the Board understands that Wintershall intends to maintain the current operations, management and employees of Revus.
Members of senior management and Board members holding shares have provided pre-acceptances, whereby said shareholders have undertaken to accept the Offer, unless a higher competing offer is presented and Wintershall elects not to match such competing offer. The offer has also been pre-accepted by Revus' largest shareholder, Sector Asset Management on the same terms for approximately 16.5% of the outstanding shares.
The Offer will be made through Wintershall's wholly owned subsidiary Wintershall Norwegen Exploration- und Produktion- GmbH (the "Offeror").
For further details around the Offer please refer to the announcement issued by Wintershall, available at their website www.wintershall.com and at the Oslo Stock Exchange website www.oslobors.no. The complete details of the Offer, including all terms and conditions, will be contained in an offer document to be sent to Revus shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act.
The Offer is based on an agreement between Revus and Wintershall that has allowed Wintershall to complete a due diligence process. The Offer includes customary terms and conditions including Euro 5 million cost compensation payable to Wintershall in the event the Board withdraws or modifies its recommendation, a breach of agreement or a competing offer is completed. There are no financing conditions to the Offer.
J.P. Morgan plc/JPMorgan Cazenove Limited and First Securities ASA are acting exclusively as financial advisors to Revus.
This information is subject to the disclosure requirements set out in section 5-12 of the Norwegian Securities Trading Act.
For further information, contact: Dr Andrew R Armour, Executive Chairman Revus Energy ASA telephone: +447787567674 Harald Vabø, CEO Revus Energy ASA telephone: +47 91 71 12 09 Per Anders Muri, IR & PR Manager Revus Energy ASA telephone: +47 91 11 61 21 Svein A Killingland, Head of Business Development Revus Energy ASAtelephone: +47 91 34 07 86
