Prosafe SE — M&A Activity 2010

Jul 14, 2010

Notice regarding Voluntary Exchange Offer

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, CANADA,

AUSTRALIA OR JAPAN

14 July 2010 - Reference is made to the stock

exchange notices from BW Offshore Limited ("BW

Offshore" or "BWO") of 21 June 2010 and 30 June 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 by

BW Offshore.

BWO has resolved to proceed with the Offer, and the

detailed terms and conditions of the Offer will be

contained in an offer document (the "Offer

Document"). The consideration in the Offer will be

1.2 BWO shares and NOK 2.00 in cash per Prosafe

Production share. As further detailed in the Offer

Document, the cash consideration of the Offer will be

NOK 5.25 per Prosafe Production share in the event

the sale of Prosafe Production's Turret Business is

completed on conditions as announced by Prosafe

Production in its stock exchange notice of 22 March

2010 no later than two Norwegian business days prior

to expiry of the acceptance period for the Offer. The

Offer will in other respects contain the conditions

as set forth in the stock exchange notice from BW

Offshore of 21 June 2010.

BW Offshore expects to issue the Offer Document by

the end of the week starting 19 July 2010.

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 according 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.