Aker BP

M&A Activity • Jun 4, 2014

Extended notice: Det norske acquires Marathon Oil Norge AS

Extended notice: Det norske acquires Marathon Oil Norge AS

Reference is made to announcement made on 2 June 2014. This announcement

is drafted and published in accordance with section 3.4 of the

Continuing Obligations for listed companies.

On 1 June 2014, Det norske oljeselskap ASA ("Det norske") entered into a

sale and purchase agreement (the "SPA") with Marathon Norway Investment

Coöperatief U.A. (the "Seller") regarding the acquisition of all the

shares of Marathon Oil Norge AS ("Marathon Norway"). The Seller is a

wholly-owned subsidiary of Marathon Oil Corporation and Marathon Oil

Corporation is a party to the SPA as Seller's guarantor.

Under the SPA, Det norske will acquire all the shares of Marathon Norway

for an agreed purchase price of approximately USD 2.1 billion cash on

completion (the "Transaction"). Marathon Norway is the operator on

Alvheim and holds interests in both producing fields and fields under

development in the Alvheim area. Marathon Norway had a 2013 production

of around ~80,000 barrels of oil equivalents per day (boepd) and had

proved and probable reserves of 136 million barrels of oil equivalents

at year-end 2013.

Det norske has secured a fully committed and underwritten acquisition

loan facility for the full cash consideration. This facility has been

provided by BNP PARIBAS, DNB, Nordea and SEB. The company has mandated

and is in advanced discussions with the same four banks to finalise a

seven-year Reserve Based Lending facility of USD 2.75 billion. This long

-term facility will replace the acquisition loan and refinance Det

norske's current facilities. As an integral component of the long-term

financing plan, the company will strengthen its equity base by issuing

the NOK equivalent of USD 500 million in new equity through a rights

issue. The company's largest shareholder Aker Capital AS has pre

-committed to subscribe for its 49.99% pro rata share of such rights

issue. The remaining 50.01% is fully underwritten by a consortium of

banks. With this equity issue, the company has secured the financing of

its current work program until first production from the Johan Sverdrup

field.

The closing date for the Transaction is expected to occur in the fourth

quarter 2014. Completion of the Transaction is subject to standard

conditions, including approval by the Norwegian Ministry of Petroleum

and Energy and the Norwegian Ministry of Finance, and the European Union

competition authorities. An extraordinary general meeting of Det norske

will be scheduled for late June to approve the rights issue.

As of 31 December 2013, Marathon Oil Norge AS had 218 employees. No

redundancies are expected as a result of the Transaction. The Board of

Directors of Marathon Oil Norge AS currently consists of R. N. M. Miller

(Chairman), K. M. Woodworth (Deputy Chairman), G. Solli, T. M. Little,

C. L. Jensen, K. Alne and H. Haslerud. The Managing Director of Marathon

Oil Norge AS is Ken Woodworth. Geir Solli is the Deputy Managing

Director.

After the Transaction, Det norske will have approximately 450 employees

and have 202 million barrels of oil equivalents (boe) of 2P reserves.

The plan for development and operation for Johan Sverdrup, scheduled for

submission in February 2015, will increase reserves significantly. In

addition, the combined company will have contingent resources amounting

to 101 million boe, excluding Johan Sverdrup. Further identified upside

in Marathon's portfolio is estimated at approximately 80 million boe.

Combined 2013 production for the two companies amounted to approximately

84,000 boepd, making Det norske one of the largest listed independent

E&P companies in Europe in terms of output.

Marathon Norway represents an excellent strategic fit for Det norske.

Its portfolio of quality assets comes with limited capital expenditure

commitments, low historic tax balances and high near-term production

that complement the planned production start of Det norske's Ivar Aasen

and Johan Sverdrup developments. Marathon Norway's organisation brings

significant operational experience from the Alvheim fields, which adds

to Det norske's exploration and development capabilities. Marathon

Norway's assets are geographically focused and are all producing through

the Alvheim FPSO that boasts a robust operating track record.

Furthermore, the company's assets are oil rich (80% of the reserves are

oil).

J.P. Morgan Limited acted as financial advisor to Det norske on this

transaction.

Marathon Oil Norge AS had total revenues of NOK 18.7 billion in 2013 and

a pre-tax profit of NOK 13.7 billion. Further financial figures are

included in the attachment.

For more information, please contact:

Press contact: Torgeir Anda, VP Communication, tel.: + 47 99 11 22 03

Investor contact: Jonas Gamre, Investor Relations Manager, tel.: +47 971

18 292

This information is subject of the disclosure requirements pursuant to

section 5-12 of the Norwegian Securities Trading Act.

*********

This announcement is not an offer for sale of securities in the United

States or any other country. The securities referred to herein have not

been registered under the U.S. Securities Act of 1933, as amended (the

"U.S. Securities Act"), and may not be sold in the United States absent

registration or pursuant to an exemption from registration under the

U.S. Securities Act. The Company does not intend to register any portion

of the offering of the securities in the United States or to conduct a

public offering of the securities in the United States. Any offering of

securities will be made by means of a prospectus that may be obtained

from the Company when the subscription period commences and that will

contain detailed information about the Company and management, as well

as financial statements. Copies of this announcement are not being made

and may not be distributed or sent into the United States, Canada,

Australia, Japan or any other jurisdiction in which such distribution

would be unlawful or would require registration or other measures.

In any EEA Member State that has implemented Directive 2003/71/EC

(together with any applicable implementing measures in any member State,

the "Prospectus Directive"), this communication is only addressed to and

is only directed at qualified investors in that Member State within the

meaning of the Prospectus Directive.

This announcement is only directed at (a) persons who are outside the

United Kingdom; or (b) investment professionals within the meaning of

Article 19 of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the "Order"); or (c) persons falling within

Article 49(2)(a) to (d) of the Order; or (d) persons to whom any

invitation or inducement to engage in investment activity can be

communicated in circumstances where Section 21(1) of the Financial

Services and Markets Act 2000 does not apply.

Certain statements included within this announcement contain forward

-looking information, including, without limitation, those relating to

(a) forecasts, projections and estimates, (b) statements of management's

plans, objectives and strategies for the Company, such as planned

expansions, investments or other projects, (c) targeted production

volumes and costs, capacities or rates, start-up costs, cost reductions

and profit objectives, (d) various expectations about future

developments in the Company's markets, particularly prices, supply and

demand and competition, (e) results of operations, (f) margins, (g)

growth rates, (h) risk management, as well as (i) statements preceded by

"expected", "scheduled", "targeted", "planned", "proposed", "intended"

or similar statements.

Although we believe that the expectations reflected in such forward

-looking statements are reasonable, these forward-looking statements are

based on a number of assumptions and forecasts that, by their nature,

involve risk and uncertainty. Various factors could cause our actual

results to differ materially from those projected in a forward-looking

statement or affect the extent to which a particular projection is

realized.

No assurance can be given that such expectations will prove to have been

correct. The Company disclaims any obligation to update or revise any

forward-looking statements, whether as a result of new information,

future events or otherwise.

J.P. Morgan Limited is acting for Det Norske, and no one else, in

relation to this transaction and shall not be responsible to any person

other than Det Norske for providing protections afforded to clients of

J.P. Morgan Limited or for advising any other person involved in the

transaction.

About Det norske:

Det norske oljeselskap ASA (DETNOR) is an active exploration company on

the Norwegian Continental Shelf. Det norske's headquarters is in

Trondheim. The company also has offices in Oslo and Harstad. Det norske

is listed on the Oslo Stock Exchange with the ticker "DETNOR". More

about Det norske at www.detnor.no/en/