GC Rieber Shipping — M&A Activity 2018

Aug 22, 2018

GC Rieber Shipping: Shearwater GeoServices to acquire Schlumberger marine seismic acquisition business, forming market leading geophysical company

GC Rieber Shipping: Shearwater GeoServices to acquire Schlumberger marine seismic acquisition business, forming market leading geophysical company

Stock Exchange Notice

Date: 22 August 2018

GC Rieber Shipping: Shearwater GeoServices to acquire Schlumberger marine

seismic acquisition business, forming market leading geophysical company

Shearwater GeoServices Holding AS ("Shearwater"), the 50/50 joint venture

between GC Rieber Shipping ASA ("GC Rieber Shipping") and Rasmussengruppen  AS

("Rasmussengruppen "), today announced that it has entered into a definitive

agreement for Shearwater to acquire the marine seismic acquisition assets and

operations (the "Acquisition") of WesternGeco, the geophysical services product

line of Schlumberger.

Shearwater will operate the combined businesses as a global, customer-focused

and technology-driven provider of marine geophysical services. Shearwater will

own and operate a fleet of 14 fully equipped seismic vessels offering a full

range of acquisition services including 3D, 4D and ocean bottom seismic (OBS).

The company will also have a portfolio of proprietary streamer technology and

processing software enabling effective execution of geophysical surveys and

delivery of high-quality data. The combined company will have approximately 600

employees and will operate in all major offshore basins across the world.

"This combination will make Shearwater a leading global and technology-driven

full-service provider of marine geophysical services with a strong financial

platform able to deliver exceptional customer solutions," says Christian Berg,

the CEO of GC Rieber Shipping. "We are very pleased with this transaction, which

is in line with the strategic ambition we had when creating Shearwater in 2016

together with Rasmussengruppen. We are satisfied with yet again being

instrumental in developing market leading companies, while capitalizing on our

investment".

Schlumberger will receive cash consideration based on an enterprise value of USD

600 million plus a 15% post-closing equity interest in Shearwater GeoServices

Holding AS. In addition, Schlumberger will also be entitled to payments under an

earn-out agreement linked to future vessel usage over and above specific

thresholds. Under the terms of the agreement, Schlumberger will have an option

to utilize two vessels from Shearwater on potential multiclient work for the

first two years after closing the transaction.

To ensure a more robust financial platform, an additional USD 50 million of cash

will be injected in Shearwater GeoServices Holding AS for working capital

purposes, bringing the total cash funding requirement for the proposed

transaction to USD 650 million.

The USD 600 million of cash consideration to Schlumberger and USD 50 million for

working capital purposes will be funded by USD 325 million in new cash equity

("Shearwater Issue") and USD 325 million in debt financing. Rasmussengruppen has

fully underwritten the Shearwater Issue and GC Rieber Shipping intends to

subscribe for approximately USD 28 million in the Shearwater Issue before

closing. GC Rieber Shipping`s participation in the Shearwater Issue will be

financed initially through a shareholder loan provided by GC Rieber AS, GC

Rieber Shipping`s largest shareholder. Following closing of the Acquisition, GC

Rieber Shipping intends to carry out a rights issue to refinance the shareholder

loan. Further details regarding the contemplated rights issue will be announced

in due course after the terms have been decided.

Assuming completion of the Acquisition and the Shearwater Issue, and assuming

the GC Rieber Shipping rights issue,  GC Rieber Shipping`s ownership in the

combined company will be approximately 20%. Rasmussengruppen and Schlumberger

will hold approximately 65% and 15%, respectively. GC Rieber Shipping expects to

book a non-cash gain of approximately USD 32 million as a result of the

transaction.

The Acquisition is subject to regulatory approvals and other customary closing

conditions. The parties expect to close the transaction in the fourth quarter of

SpareBank 1 Markets AS and SR-Bank Markets act as financial advisors to GC

Rieber Shipping in relation to the Acquisition and the planned rights issue.

A separate press release from Shearwater is enclosed.

Presentation today 22(nd) of August 2018

Shearwater will host a presentation in Oslo at 15:30 CET with a brief

orientation about the proposed transaction followed by a question and answer

session. The presentation will be held at the office of Carnegie, address,

Fjordalleen 16, Aker Brygge, Oslo.

For further information, please contact:

Christian W. Berg, CEO, phone: +47 97 40 55 53

Einar Ytredal, CFO, phone: +47 975 20 184

About GC Rieber Shipping:

GC Rieber Shipping's business within offshore/shipping includes ownership in

specialized vessels, high quality marine ship management and project development

within the segments subsea, ice/support and marine seismic.

The group has a specialized competence in offshore operations in harsh

environments as well as design, development and maritime operation of offshore

vessels. GC Rieber Shipping currently operates and has direct and indirect

ownership in 11 advanced special purpose vessels for defined markets within the

subsea, ice/support and marine seismic segments.

The company has its headquarter and a ship management office in Bergen, and an

additional ship management company in Yuzhno-Sakhalinsk (Russia). The company

is listed on Oslo Børs with ticker RISH.

Further information is available on the company's website www.gcrieber-

shipping.com.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.