Bw Offshore Ltd. — M&A Activity 2010

Sep 16, 2010

Adjustment of offer and extension of offer period

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

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

16 September 2010 - Reference is made to the offer document dated 27 July 2010

(the "Offer Document") from BW Offshore Limited ("BW Offshore") regarding the

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 initial acceptance period in

the Offer (the "Offer Period") was from and including 29 July 2010 to and

including 25 August 2010 at 17:30 (CET). In subsequent stock exchange notices as

of 16 August 2010, 8 September 2010 and 13 September 2010, the Offer Period was

extended, and following the latest extension, the Offer Period was set to expire

on 15 September 2010 at 17:30 (CET).

Reference is further made to the stock exchange notices from BW Offshore and

Prosafe Production of 13 September 2010 regarding the intention of the two

companies to combine.

The board of directors of Prosafe Production has resolved to approve and enter

into the transaction agreement with BW Offshore and recommend to its

shareholders to accept the Offer. Furthermore, Prosafe SE and Prosafe Holding

Ltd have given conditional pre-acceptances to tender their 5 596 997 (2.19%) and

19 778 137 (7.75%) shares, respectively, in Prosafe Production into the Offer.

As a consequence, and with reference to section 5.13 of the Offer Document, BW

Offshore has today resolved to adjust the Offer by increasing the cash

consideration to NOK 3.00. Accordingly, the total consideration under the Offer

will be 1.2 BWO shares and NOK 3.00 in cash per Prosafe Production share.

The increased consideration in the Offer is subject to the same conditions as

set forth in the Offer Document.

According to the transaction agreement between Prosafe Production and BW

Offshore, Prosafe Production and its advisors will not solicit other

alternatives, and the parties have agreed to certain other customary

undertakings towards each other.

As a result of this adjustment of the Offer, BW Offshore has decided to further

extend the Offer Period by ten business days. Following this extension, the

Offer Period will expire on 30 September 2010 at 17:30 (CET).

As a result of the APL transaction (as announced in a separate stock exchange

notice on 13 September 2010) and the adjustment of the Offer, BW Offshore will

publish a combined information memorandum and supplemental offer document (the

"Supplemental Offer Document") to the Offer Document. BW Offshore expects the

Supplemental Offer Document to be published by Friday 17 September 2010

following review by the Oslo Stock Exchange and the Norwegian Financial

Supervisory Authority.

Investors having accepted the Offer prior to publishing of the Supplemental

Offer Document shall have the right to withdraw their acceptance within two days

following the date of the publishing of the Supplemental Offer Document. In

order to exercise such right, investors must deliver their withdrawal to

Carnegie ASA by mail, fax or by hand within the said deadline: Carnegie ASA,

Stranden 1, Aker Brygge, P.O.Box 684 Sentrum, N-0106 Oslo, Norway (fax number

+47 22 00 99 60). Investors that have accepted the Offer before the publishing

of the Supplemental Offer Document, and who do not withdraw their acceptances,

will be deemed to have accepted the adjusted offer.

For further information, please contact:

Carl K. Arnet, CEO BW Offshore, +65 9630 3290

Knut R. Sæthre, CFO BW Offshore, +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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