Akastor — M&A Activity 2010

Dec 22, 2010

Principal Aker Solutions' Process and Construction businesses to transfer to Jacobs Engineering Group

22 December 2010 - Aker Solutions has on 22 December 2010 entered into a share

purchase agreement (SPA) whereby it has agreed to transfer operations within its

Process and Construction business area to Jacobs Engineering Group Inc.

(Jacobs), one of the world's largest and most diverse providers of professional

technical services. The transfer does not include the US EPC centre in Houston,

and the Union Construction business located in the US and Canada, which will all

be part of the new Aker Contractors company*. The transaction will allow the

Process and Construction businesses included in the transfer to continue to grow

under the new ownership. Aker Solutions will further concentrate its strategic

efforts on its core oil and gas business.

The transaction value is estimated to be approximately NOK 5.5 billion (USD 913

million), subject to closing adjustments. The consideration will be settled in

cash at completion. Completion of the transaction will be subject to relevant

merger control clearances. The parties expect to complete the transaction during

the first quarter of 2011.

For Aker Solutions, the transaction is expected to have a positive net cash

effect of approximately NOK 3.8 billion (USD 634 million), and a cash to

treasury effect of approximately NOK 4.2 billion (USD 701 million). Net gain for

Aker Solutions compared to book value of the businesses is estimated to be a

total of NOK 2.4 billion (USD 400 million). Aker Solutions will continue to

operate the Process and Construction business area operations included under the

SPA until the transaction has been completed.

Øyvind Eriksen, executive chairman, Aker Solutions said: "In August, Aker

Solutions announced the decision to separate the P&C business area from the Aker

Solutions Group. Since then, we have explored alternative methods of separation,

including an IPO and public listing. As the alternatives matured over the recent

weeks, a sale to Jacobs evolved as the preferred solution industrially as well

as financially."

"This transaction provides a very good outcome for all parties - these

businesses fit well with Jacobs and support their company's ambitions for

continued strong growth amongst its market segments, particularly in the energy

& environmental; mining & metals; and onshore downstream process markets served

by P&C.

"For Aker Solutions, this represents a further step in becoming much more

streamlined and focused on our core oil and gas activities going forward. With

the sale of these businesses to Jacobs and our recent decision to transfer the

Union Construction and EPC Centre US operations to the new Aker Contractors

company, Aker Solutions' P&C business area will be dissolved. The future Aker

Solutions will be a fully-fledged provider of engineering, technologies,

solutions and services for the upstream oil and gas industry," added Eriksen.

Union Construction and EPC Centre US have had revenues of approx NOK 4-5 billion

per year in 2007-2009 and an average NOK 150 million profits (EBITDA). Their EPC

project competence is an important and valuable part of Aker Contractors' total

offer to customers in the oil and gas sector, particularly in the US.

Gary Mandel, executive vice president, Aker Solutions' Process and Construction

business area, who will be following the P&C business into Jacobs, commented:

"Over the last few years, our Process and Construction business area has

continued to rebuild, diversify and develop into a leading global project

execution specialist providing engineering, procurement, construction and other

services in our three onshore industry segments: Mining & Metals, Energy &

Environmental, and onshore Oil, Gas and Process. Through Jacobs we will have

access to a much wider global resource base and technical competencies enabling

us to enhance our delivery model and service offerings to our customers."

Aker Solutions has approximately 30 000 skilled and dedicated people (including

contract and craft personnel) serving the international oil, gas, energy and

process industries. Of these the Process and Construction operations

transferring to Jacobs include approximately 4 500 (as at 30 November 2010, this

includes contract and craft personnel) employees located across operations in

the UK, The Netherlands, Germany, USA, Canada, Peru, Chile, Australia, China and

South Africa.

Jacobs President and Chief Executive Officer, Craig Martin, said: "We see this

acquisition as benefiting the ongoing business of both organisations and

supporting Jacobs' strategy for growth. It fits well, and there are clear

opportunities for increased market share in the core markets we serve. The deal

leverages our combined offerings and competencies - with expanded business

lines, a broader technical base and increased geographic accessibility for

customers."

As part of a range of transitional services being provided in this transaction,

Aker Advantage will continue to provide recruitment services to the P&C

operations for a specified period of time.

Jacobs Engineering Group Inc. (NYSE: JEC), one of the world's largest and most

diverse providers of technical, professional and construction services, reported

2010 revenues nearing USD 10 billion. The U.S.-based company has over 50,000

employees and approximately 160 offices in more than 20 countries, including

operations in North America, the United Kingdom, mainland Europe, the Middle

East, India, Australia, Africa and Asia. The company provides services in all

aspects of architecture, engineering and construction, operations and

maintenance, as well as scientific and specialty consulting. Its primary markets

include Aerospace and Defense, Automotive and Industrial, Buildings, Chemical

and Polymers, Consumer and Forest Products, Energy, Environmental Programs,

Infrastructure, Oil and Gas, Refining and Pharmaceuticals and Biotechnology.

Information on the entities included in the transaction, the board of directors

and executive management of the P&C Business, the number of employees, key

figures from the balance sheet and profit and loss account as well as

information on any significant assets or liabilities that are not shown in the

balance sheet of the P&C Business are appended hereto as Appendix 1. Information

on the entities in the Business Area P&C that will remain in Aker Solutions is

appended hereto as Appendix 2.

Aker Solutions will provide tail insurance cover for the divested businesses

which will cover professional indemnity and third party/general liability

occurring through the fifth year after completion within financial limits agreed

with Jacobs in the SPA. Part of the risk insured will be covered by Aker

Solutions, and part by external insurance markets.

The acquisition is subject to the relevant regulatory approvals and the parties

aim to complete the transaction in the first quarter of 2011.

Aker Solutions ASA's advisors for this transaction have been UBS (financial) and

BAHR/Slaughter and May (legal).

* As previously announced by Aker Solutions on 9 December 2010, the US EPC

centre in Houston, and the Union Construction business located in the US and

Canada, are transferring to the new Aker Contractors company, when established,

to further ramp up the company's already strong engineering, procurement and

construction (EPC) competence and global capacity. Core capability of the EPC

centre includes experience in both onshore and offshore oil, gas & process

facilities, including: studies, FEEDs, basic and detailed engineering for

topsides, gravity-based structure (GBS) integration, floating structures, LNG,

gasification and complete upstream and downstream process plants.   This

expertise complements well that of Aker Contractors and will strengthen the EPC

capability of the new company even further.

Aker Solutions is also maintaining its presence in Saudi Arabia, through its

operation in Al-Khobar.

These operations are therefore not included in the transaction with Jacobs.

ENDS

For further information, please contact:

Aker Solutions

Media:

Geir Arne Drangeid, EVP Corporate Communications, Aker Solutions. Tel:

+47 67 51 30 36, Mob: +47 913 10 458

Investor relations:

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

Mob: +47 911 37 194

Jacobs

John W. Prosser, Jr. EVP Finance and Administration, Jacobs. Tel:

+1 626 578 6803

Career opportunities:

Visithttp://www.akersolutions.com/Internet/CareerCentre

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, seewww.akersolutions.com.

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

(Norwegian Securities Trading Act)

[HUG#1474947]