Bw Offshore Ltd. — M&A Activity 2010

Jul 14, 2010

Notice regarding Voluntary Exchange Offer

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN

14 July 2010 - Reference is made to the stock exchange notices from BW Offshore

Limited ("BW Offshore" or "BWO") of 21 June 2010 and 30 June 2010 regarding the

intention to make a voluntary exchange offer (the "Offer") for all of the issued

and outstanding shares of Prosafe Production Public Limited ("Prosafe

Production") not currently owned by BW Offshore.

BWO has resolved to proceed with the Offer, and the detailed terms and

conditions of the Offer will be contained in an offer document (the "Offer

Document"). The consideration in the Offer will be 1.2 BWO shares and NOK 2.00

in cash per Prosafe Production share. As further detailed in the Offer Document,

the cash consideration of the Offer will be NOK 5.25 per Prosafe Production

share in the event the sale of Prosafe Production's Turret Business is completed

on conditions as announced by Prosafe Production in its stock exchange notice of

22 March 2010 no later than two Norwegian business days prior to expiry of the

acceptance period for the Offer. The Offer will in other respects contain the

conditions as set forth in the stock exchange notice from BW Offshore of 21 June

BW Offshore expects to issue the Offer Document by the end of the week starting

19 July 2010.

For further information, please contact:

Carl K. Arnet, CEO, +65 9630 3290

Knut R. Sæthre, CFO, +47 9111 7876

About BW Offshore

BW Offshore is one of the world's leading FPSO contractors and a market leader

within advanced offshore loading and production systems to the oil and gas

industry. BW Offshore has more than 25 years' experience and has successfully

delivered 14 FPSO projects and 50 turrets and offshore terminals. BW Offshore's

technology division APL has delivered solutions for production vessels, storage

vessels and tankers in a wide range of field developments. Adapting through

competence, in-house technology, solid project execution and operational

excellence, BW Offshore ensures that customer needs are met through versatile

solutions for offshore oil and gas projects. BW Offshore has a global network

with offices in Europe, Asia Pacific, West Africa and the Americas. BW Offshore

has 1,100 employees and is listed on the Oslo Stock Exchange. For more

information, please visit www.bwoffshore.com and www.apl.no.

This information is subject to the disclosure requirements according to Section

5-12 of the Norwegian Securities Trading Act.

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

States. Securities may not be offered or sold in the United States absent

registration or an exemption from registration under the U.S. Securities Act. BW

Offshore has not registered and does not intend to register any portion of any

offering of shares in the United States or to conduct a public offering of any

securities in the United States.

[HUG#1431588]