Bw Offshore Ltd. — M&A Activity 2010

Jul 27, 2010

Offer document reviewed and approved

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

STATES OF AMERICA, SOUTH AFRICA, CANADA, AUSTRALIA OR JAPAN

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

Limited ("BW Offshore" or "BWO") of 21 June 2010, 30 June 2010 and 14 July 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, directly or indirectly, by BW

Offshore.

The offer document and information memorandum containing equivalent information

as a prospectus (the "Offer Document") has been reviewed and approved by the

Oslo Stock Exchange in accordance with Section 6-14 of the Norwegian Securities

Trading Act and reviewed by the Financial Supervisory Authority of Norway in

accordance with Section 7-13, cf. Sections 7-4 no 6 and 7-5 no 7 of the

Norwegian Securities Trading Act.

The consideration in the Offer is 1.2 shares in BW Offshore plus NOK 2.00 in

cash for each share in Prosafe Production. If Prosafe Production completes the

sale of its turret and swivel business no later than two Norwegian business days

prior to expiry of the offer period on conditions as set out in the Offer

Document, the consideration shall be 1.2 shares in BW Offshore shares plus NOK

5.25 in cash for each share in Prosafe Production. The offer period is from and

including 29 July 2010 to and including 25 August 2010 at 17:30 (CET).

The Offer Document will, subject to restrictions under applicable securities

laws, be available prior to the commencement of the offer period at the website

of BW Offshore, www.bwoffshore.com/ir, and the website of Carnegie,

www.carnegie.no. Further, the Offer Document will, subject to restrictions under

applicable securities laws, be sent to the shareholders of Prosafe Production.

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 pursuant 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.

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