DOF Group — M&A Activity 2024

Jul 2, 2024

DOF Group has entered into an agreement to acquire Maersk Supply Service

DOF Group has entered into an agreement to acquire Maersk Supply Service

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THE SECURITIES MENTIONED IN THE ANNOUNCEMENT.

DOF Group ASA ("DOF" and together with its subsidiaries the "DOF Group") today

announces that it has entered into an agreement to acquire Maersk Supply Service

A/S ("MSS") to further enhance its position as a major integrated offshore

services provider.

2 July 2024

Through the newly incorporated subsidiary DOF Offshore Holding Denmark ApS, DOF

will on certain terms and conditions acquire all the shares in Maersk Supply

Service A/S from Maersk Supply Service Holding A/S ("MSSH"), a subsidiary of

A.P. Møller Holding A/S ("A.P. Moller Holding"). The acquisition will be paid

partly in cash and partly in new shares to be issued by DOF, representing a

consideration of approximately USD 1.112 billion (as of close on 28.06.2024).

After issuance of the consideration shares MSSH will hold 25% of the share

capital in DOF. MSS will at the time of completion of the transaction own 22

high-quality subsea and AHTS vessels, following a carve-out of certain entities,

vessels, assets and liabilities.

The combined company, operating under the DOF Group name and brand, will be a

leading offshore service provider with comprehensive scale and a wide range of

services across all continents in the offshore energy industries. DOF and MSS'

current operations are both strategically and geographically complementary, and

future growth ambitions are strongly aligned. Leveraging the two global

organisations' strong capabilities and competencies that will further enhance

the combined company's position as a major integrated offshore services

provider. The combined company will be one of the largest oil services companies

listed on the Oslo Stock Exchange.

Transaction rationale and highlights

.    Further strengthens DOF Group's integrated service offering and position,

towards a strong oil & gas market and a growing offshore wind market

.    Immediate fleet expansion without need for substantial newbuild lead time,

and with significantly lower per vessel investment requirement

.    Modern and high-quality fleet of 22 vessels, consisting of eight high

-specification CSV vessels, 13 high-specification AHTS vessels and one cable

layer vessel

.    Positions DOF Group with a total fleet of 65 owned vessels, creating a

strong fleet among core players in the competitive landscape, and reducing the

value weighted fleet age from 11.7 years to 10.7 years

.    Complementary operations and geographical fit between the two companies,

strengthening scale and presence

.    Substantial MSS fleet earnings growth potential from both renewal of legacy

contracts and through adding subsea services earnings to the offering

.    Attractively priced assets with a gross asset value of USD 1,319 million

.    Further strengthening of existing shareholder base with A.P. Moller

Holding, a globally recognised industrial investor in the maritime and energy

industry

.    Financially robust transaction lowering leverage and increasing future DOF

dividend capacity

.    Creating one of the largest oil services companies listed on the Oslo Stock

Exchange, with a combined market cap of approximately USD 2.3 billion (as of

close on 28 June 2024)

"The announced transaction today marks a strategic milestone for the DOF Group,

driven by a strong industry rationale and a shared vision with A.P. Moller

Holding, who will indirectly become a major shareholder. Under the DOF name and

brand, we will create a leading offshore services provider and strengthen the

global position of the combined company. With the world's largest fleet of CSVs

and high-end AHTS vessels, we will enhance the customer experience through

increased scale, global reach, and industry-leading services, combining the

strong capabilities and decades of experience of DOF and Maersk Supply Service.

I look forward to further developing the DOF Group together with my new and

existing colleagues, ensuring the continued delivery of world-class services to

our customers" said Mons Aase, CEO of DOF.

"This long-term solution for Maersk Supply Service's OSV activities together

with DOF Group is founded on our shared values and unwavering commitment to

safety and efficiency of our operations. The combination of our talented

employees, modern fleet and geographical spread will create a leading offshore

service provider characterized by unique scale and a wide range of product and

service offerings across key markets for the benefit of our customers," said

Christian Ingerslev, CEO of Maersk Supply Service.

The DOF Group will, following the acquisition of MSS, comprise a workforce of

more than 5,400 employees with 78 modern offshore/subsea vessels, 65 of which

are owned, and engineering capacity to service both the offshore and subsea

market.

Transaction structure, governance, conditions and completion timetable

Prior to closing of the transaction, certain entities, vessels, assets and

liabilities will be transferred out of the MSS structure and not be acquired by

DOF. The offshore wind installation business has already been carved out of

Maersk Supply Service. Further, the transaction does not include MSS' operations

in Brazil.

The acquisition is supported by the Board of Directors of MSSH, MSS and DOF, as

well as shareholders in DOF representing more than 50% of the outstanding

shares.

In consideration for the shares in MSS and subject to closing of the

transaction, A.P. Moller Holding's subsidiary MSSH shall at completion of the

transaction receive a combination of USD 577 million in cash (to be adjusted

based on the locked-box accounts and subject to further adjustments at closing)

and 58,883,073 new shares in DOF, leading MSSH to hold 25% of the share capital

in DOF after issuance of the consideration shares.

DOF intends to finance the cash portion of the purchase price through a

combination of:

o    A new debt facility of USD 500 million, to be provided by DNB, Danske Bank,

Danmarks Skibskredit and Deutsche Bank, and

o    An equity raise of new shares in DOF for up to the NOK equivalent of USD

125 million (the "Equity Raise"), in which MSSH has undertaken to subscribe for

and be allocated 25% of the new shares to be issued subject to completion of the

transaction (and as set off against cash consideration to be received)

Further information about the Equity Raise will be published by DOF in a

separate stock exchange notice via newsweb.no when the Equity Raise is launched

today.

Subject to closing of the transaction, MSSH shall have the right to nominate (i)

two additional members of the board of directors of DOF for a period of two

years from closing (one of whom shall also be elected as the vice chairman and

one as member of the board's remuneration committee), and (ii) the chairman of

the nomination committee of DOF for a period of two years from closing.

Closing of the transaction is among other things subject to clearance by certain

regulatory authorities, availability of financing, approval of a prospectus for

listing of the consideration shares, various approvals by an extraordinary

general meeting of DOF ("EGM") (including approval by an authorisation to the

DOF board of directors to issue the consideration shares), completion of the

above mentioned carve-out and certain other customary conditions. It is expected

that DOF will call for the EGM to be held ultimo July 2024. Subject to

satisfaction of the conditions, the currently expected closing date of the

transaction is during Q4 2024.

About Maersk Supply Service A/S

Maersk Supply Service is a leading provider of marine services and project

solutions for offshore energy sectors, and part of the A.P. Moller Group. With a

large fleet of anchor handling and subsea support vessels, the company

specialises in towing, mooring, and installing floating units. MSS employs

around 1,400 offshore and 260 onshore staff. Headquartered in Lyngby, Denmark.

About DOF Group

With a multi-national workforce of about 4,200 personnel, the DOF Group is an

international group of companies which owns and operates a fleet of modern

offshore/subsea vessels, and engineering capacity to service both the offshore

and subsea market. With over 40 years in the offshore business, the group has a

strong position in terms of experience, innovation, product range, technology

and capacity. DOF's core businesses are vessel ownership, vessel management,

project management, engineering, vessel operations, survey, remote intervention,

and diving operations primarily for the oil and gas sector. From PSV charter to

Subsea engineering, DOF offers a full spectrum of top-quality offshore services

to facilitate an ever-growing and demanding industry. The Company's main

operation centres and business units are in Norway, the UK, the USA, Singapore,

Brazil, Argentina, Canada, Angola, and Australia.

Invitation to conference calls for investors

The acquisition is presented in closer detail by Svein Harald Øygard, Chair of

the Board, Mons. S Aase, CEO and Hilde Drønen, CFO, in two identical

presentation webcasts held in English for investors and the press (with option

to ask questions at both presentations):

i.    08:00 (CEST) tomorrow, Wednesday 3 July 2024, and

ii.   15:00 (CEST) tomorrow, Wednesday 3 July 2024

To follow the presentation webcasts, please use the following links:

i.    08:00 (CEST):

https://channel.royalcast.com/landingpage/hegnarmedia/20240703_3/

ii.   15:00 (CEST):

https://channel.royalcast.com/landingpage/hegnarmedia/20240703_2/

Invitation to physical lunch presentation for investors

The acquisition will also be presented in closer detail by Svein Harald Øygard,

Chair of the Board, Mons S. Aase, CEO and Hilde Drønen, CFO, in a physical lunch

presentation held in Norwegian for investors at:

o    Time: 13:00 (CEST)

o    Date: Wednesday 3 July 2024

o    Location: Carnegie AS' offices in Oslo (Fjordalléen 16, 0250 Oslo, 5th

floor)

Advisors

Carnegie AS is acting as financial advisor and Advokatfirmaet Thommessen AS is

acting as legal advisor to DOF in connection with the acquisition.

For additional information, please contact

Mons S. Aase, CEO, Tel: +47 91 66 10 12

Hilde Drønen, CFO, Tel: + 47 91 66 10 09

This release contains information considered to be inside information pursuant

to the EU Market Abuse Regulation and is subject to the disclosure requirements

pursuant to Section 5-12 the Norwegian Securities Trading Act. The release was

published by Hilde Drønen, CFO of DOF Group ASA, on 2 July 2024 at the time set

out above.

Important information:

The release is an announcement issued pursuant to legal information obligations.

It is issued for information purposes only, and does not constitute or form part

of any offer or solicitation to purchase or subscribe for securities, in the

United States of America, Canada, Australia, Japan, Hong Kong or in any other

jurisdiction where it would be prohibited by applicable law. This distribution

does not constitute or form part of an offer or solicitation of an offer to

purchase or subscribe for securities in the United States. The shares referred

to herein have not been and will not be registered under the United States

Securities Act of 1933, and may not be offered or sold in the United States or

to U.S. persons (other than distributors) unless the securities are registered

under the Act, or an exemption from the registration requirements of the Act is

available.

The release and any materials distributed together or in connection with this

release may contain certain forward-looking statements. By their nature, forward

-looking statements involve risk and uncertainty because they reflect the

Company's current expectations and assumptions as to future events and

circumstances that may not prove accurate. A number of material factors could

cause actual results and developments to differ materially from those expressed

or implied by these forward-looking statements.

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