GC Rieber Shipping — M&A Activity 2019

Jun 4, 2019

GC Rieber Shipping: Shearwater signs binding term-sheet with CGG for high-end seismic vessels and creation of global leader in streamer technology

GC Rieber Shipping: Shearwater signs binding term-sheet with CGG for high-end seismic vessels and creation of global leader in streamer technology

Stock Exchange Notice

Date: 04 June 2019

GC Rieber Shipping: Shearwater signs binding term-sheet with CGG for high-end

seismic vessels and creation of global leader in streamer technology

GC Rieber Shipping ASA's 20% owned geoservices company Shearwater GeoServices

Holding AS ("Shearwater") today signed a binding term-sheet with CGG S.A. (CGG)

for a strategic partnership for marine seismic acquisition services and creation

of a new streamer technology company.

The term-sheet covers the purchase of five high-end streamer vessels jointly

owned by CGG marine Resources Norge AS and Eidesvik Offshore ASA by Shearwater,

with mutual commitments of securing CGG access to strategic vessel capacity for

future multiclient projects while securing Shearwater a commitment of cashflow

and activity for multiple years. Additionally, the term-sheet covers the

creation of a technology partnership, under the Sercel brand name and CGG's

majority ownership, for the development, manufacturing, commercialisation and

support of marine streamer seismic acquisition systems.

"We are very pleased to see Shearwater execute on its strategy as an industry-

leading, full service marine geophysical company with a solid financial and

strategic platform", said Einar Ytredal, the CEO of GC Rieber Shipping. "The

transaction will provide additional scale and critical mass to support

Shearwater's global operations and continued investment in technology

development to deliver the highest possible data quality to its customers."

The term-sheet includes agreements for a five-year utilization commitment for an

annual minimum of two vessel-years over the period. The agreement for vessel

capacity will ensure CGG access to strategic capacity for its future multiclient

projects through Shearwater's global fleet of 16 high-end 3D vessels. Following

this transaction Shearwater will have a fleet of 23 vessels, including three OBS

MPVs and two dedicated source vessels.

At the same time, it will provide Shearwater with a guaranteed cash flow and

activity level, resulting in a greatly improved visibility and more robust

business models for both companies. The vessel acquisition will be a pure asset

transfer, which will include the five high-end two additional legacy vessels.

Shearwater will assume the net liabilities associated with the vessels at time

of completion. Shearwater will also take over five complete streamer sets owned

by CGG.

It is the intention of both companies to execute final transaction agreements

before the end of June with closing planned before year-end. The final

transaction agreements are subject to approval by lenders of Global Seismic

Shipping AS (GSS), the ship-owning company jointly held by CGG and Eidesvik

Offshore ASA, and a final agreement between CGG and Eidesvik Offshore ASA.

The completion of the transaction is subject to approvals by the competent

authorities and other customary conditions in relevant countries, including work

council consultation.

Enclosed, please find a separate press release from Shearwater.

For further information, please contact:

Einar Ytredal, CEO, GC Rieber Shipping, phone: +47 975 20 184

Øystein Kvåle, CFO, GC Rieber Shipping, phone: +47 479 02 919

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 11 and has direct and indirect

ownership in 22 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 50% 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.