Aker BP

M&A Activity • Jun 2, 2014

Det norske acquires Marathon Norway

Det norske acquires Marathon Norway

Det norske oljeselskap ASA ("Det norske") has entered into an agreement

to acquire Marathon Oil Norge AS ("Marathon Norway") for a cash

consideration of USD 2.1 billion (NOK 12.6 billion).

The cash consideration is based on a gross asset value of USD 2.7

billion and is adjusted for debt, net working capital and interest on

the net purchase price. The effective date of the transaction is 1

January 2014 and it is expected to close in the fourth quarter 2014,

subject to regulatory approvals.

"The acquisition of Marathon Norway is a big step for Det norske as a

company," said Karl Johnny Hersvik, Chief Executive Officer of Det

norske. "Marathon Norway is an excellent fit for Det norske, given the

operational expertise, access to cash flow and the production profile it

brings. The acquisition is important when it comes to meeting our

funding requirements for Ivar Aasen and Johan Sverdrup, and to reducing

Det norske's overall risk profile".

Strategic rationale

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).

After the transaction, Det norske will have 202 million barrels of oil

equivalent (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 thousand boe per day, making Det

norske one of the largest listed independent E&P companies in Europe in

terms of output.

"The strategy and vision of Det norske has always been to create a

strong Norwegian E&P company. With this transformational transaction we

have achieved our goal well ahead of schedule", said Sverre Skogen,

Chairman of the Board of Det norske. "We believe that there is still

high potential on the Norwegian Continental Shelf and Det norske will

remain a pure play NCS company".

Financing

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 acquisition of Marathon Norway will increase Det norske's financial

robustness and its ability to absorb the impact of any changes in future

capital spend. This will improve the company's credit profile and reduce

the cost of capital.

Set for further growth

After the acquisition Det norske will have more than 450 employees. No

redundancies are expected as a result of the transaction given the

breadth of opportunities across the growing organisation.

"Marathon Norway has a material portfolio of oil-producing assets, and

together with Det norske's development projects, this provides a

diversified and balanced asset base and creates a strong platform for

future organic growth", Hersvik said.

The completion of the transaction is subject to approval by the relevant

Norwegian and European Union authorities. An extraordinary general

meeting of Det norske will be scheduled for late June to approve the

rights issue.

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

transaction.

A press and analyst conference will be held today at 09:00 at Felix

konferansesenter, Bryggetorget 3 in Oslo. This conference can also be

viewed by webcast at www.detnor.no (http://www.detnor.no/en/)

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

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

18 292

Marathon Oil Norge facts:

+-----------------------------------------+------------------------+

|Proved plus probable reserves (end 2013)*|136 mmboe |

+-----------------------------------------+------------------------+

|2013 net average production** |~80 thousand boe per day|

+-----------------------------------------+------------------------+

|Number of licenses (operatorships)* |13 (10) |

+-----------------------------------------+------------------------+

|Number of employees (31.12.2013)** |218 |

+-----------------------------------------+------------------------+

|2013 total revenues** |NOK 18.7 billion |

+-----------------------------------------+------------------------+

|2013 pre-tax profit** |NOK 13.7 billion |

+-----------------------------------------+------------------------+

* Source: NPD factpages

** Source: Marathon Oil Norge AS Annual Report 2013

*********

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/.