Akastor — M&A Activity 2010

Oct 22, 2010

AMC and Ezra create powerful deepwater SURF player

22 October 2010 - Aker Solutions has agreed to transfer ownership in its

subsidiary Aker Marine Contractors (AMC) to Singapore listed company Ezra

Holdings Ltd (Ezra) in exchange for equity instruments in Ezra and cash. In

addition, 50% of Aker Solutions' ownership in the Aker Connector installation

vessel will be transferred to Ezra.

With AMC's experienced personnel, assets and project execution capabilities on

board, the new partnership is a significant step towards realising the ambition

of developing a world class SURF (subsea umbilicals risers and flowlines) and

floater installation company with differentiated assets covering all water

depths and regions of the world. In addition, Ezra will access Aker Solutions'

wide range of subsea and other products to create a leading combined EPCI

capability.

Under the agreement, Aker Solutions will sell 100 percent of the shares in its

wholly-owned subsidiary AMC to Singapore-based Ezra, in which Aker Solutions

becomes a substantial shareholder.  Aker Solutions and Ezra also enter a 50/50

joint venture for ownership and chartering of the new-build Aker Connector (to

be renamed AMC Connector), which will be completed in early 2012.

In the transaction, AMC is valued at USD 250 million. Ezra will settle the

transaction by paying Aker Solutions USD 50 million in cash, USD 100 million in

shares in Ezra Holdings Ltd, and USD 50 million in a convertible bond with

maturity after 36 months. The final USD 50 million plus interest will be settled

in cash on and subsequent to delivery of Aker Connector. The USD 100 million

payment in shares will give Aker Solutions a substantial shareholding in Ezra.

Aker Solutions will be represented with one director on the board of Ezra.

Upon delivery of the Aker Connector vessel, Ezra will take 50 percent ownership

in the vessel owning company including assumption of 50 percent of Aker

Connector's capital expenditure commitments.

"AMC is a strong engineering and project execution organisation. By becoming

part of Ezra, AMC will have access to a larger and rapidly growing fleet of

installation vessels covering all IMR and SURF installation segments - including

flexible and rigid pipelay with capacity up to 3,500 metres water depth - which

will enable Ezra/AMC to compete with the world's leading SURF contractors," says

Øyvind Eriksen, executive chairman, Aker Solutions. Currently AMC operates two

vessels, the Boa Deep C and Boa Sub C.

Ezra operates in the offshore market under the EMAS brand name. EMAS is an

integrated offshore support solutions provider for the oil and gas industry. The

business was founded in 1992 and is headquartered in Singapore.

"This will be a transformational move that will propel Ezra and AMC to jointly

become one of the world's top-five SURF contractors," says Eriksen.

While AMC's foothold is primarily in Gulf of Mexico and Europe, Ezra has a

strong position in Asia Pacific including Australia, as well as West Africa.

When teaming up for product deliveries combined with installation and subsea

construction services, the partnership will also benefit from Aker Solutions'

strong positions in Brazil and arctic regions.

"We already operate a large fleet of offshore support vessels and are engaged

in engineering, fabrication and offshore construction. This partnership will be

the foundation for creating a world class deepwater SURF and floater

installation player, and forms a key part of our next lap growth strategy. We

see great potential in partnering with Aker Solutions to offer true EPCI

capabilities combining products and installation services. We welcome Aker

Solutions as a valued partner in the company," says Lionel Lee, managing

director of Ezra.

Ezra and AMC will initially operate a fleet of five construction and SURF

installation vessels, growing rapidly to ten differentiated vessels from 2013.

Ezra also operates approximately 30 anchor handling tugs (AHT), anchor handling

tug supply (AHTS) and diving support vessels (DSV), and two accommodation barges

through its offshore support division.

Aker Marine Contractors has a proud and unique heritage, having successfully

executed the most complex projects around the world over the last 35 years. Aker

Marine Contractors handled the largest structure ever moved on the surface of

the earth, undertook the longest tow of a fixed platform, pioneered offshore

float-over of large topsides and installed subsea equipment at the world's

northernmost field.

Specialising in offshore support, installation and marine services, EMAS offers

integrated solutions across a wide spectrum of the support supply chain, over

the entire life cycle of an oilfield. With operations across the globe, the

group currently has offices in the UK, the US, Norway, India, Thailand,

Malaysia, Vietnam, Australia and Brunei.

The transaction is expected to be completed during Q1 2011.

Aker Solutions ASA's advisors for this transaction have been Arctic Securities

(financial) and BA-HR (legal).

ENDS

For further information, please contact:

Media:

Endre Johansen, VP Communications, Aker Solutions. Tel: +47 22 94 58 91, Mob:

+47 416 10 605, E-mail:endre.johansen@akersolutions.com

Investor relations:

Lasse Torkildsen, SVP Investor Relations, Aker Solutions. Tel: +47 67 51 30 39,

Mob: +47 911 37 194

Suppliers:

For further information about sourcing and potential subcontracts for this

project, please contact the relevantBA Global Sourcing Champion.

Career opportunities:

Visithttp://www.akersolutions.com/careers

Aker Solutions ASA, through its subsidiaries and affiliates ("Aker Solutions"),

is a leading global provider of engineering and construction services,

technology products and integrated solutions. Aker Solutions' business serves

several industries, including oil & gas, refining & chemicals, mining & metals

and power generation. The Aker Solutions group is organised in a number of

separate legal entities. Aker Solutions is used as the common brand/trademark

for most of these entities.

Aker Solutions' parent company is Aker Solutions ASA.  Aker Solutions has

aggregated annual revenues of approximately NOK 54 billion and employs

approximately 22 000 people in about 30 countries.

Aker Solutions is part of Aker (www.akerasa.com), a group of premier companies

with a focus on energy, maritime and marine resource industries. The Aker

companies share a common set of values and a long tradition of industrial

innovation. As an industrial owner controlling 40.27 percent of the shares in

Aker Solutions through Aker Holding AS, Aker ASA takes an active role in the

development of Aker Solutions.

This press release may include forward-looking information or statements and is

subject to our disclaimer, see www.akersolutions.com.

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

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