Prosafe SE

Regulatory Filings • Sep 16, 2010

Adjustment of offer and extension of offer period

This is a copy of announcement from BW Offshore

Limited, 16.09.2010 at 07:31 hours.)

NOT FOR PUBLIC DISTRIBUTION, DIRECTLY OR INDIRECTLY,

IN OR INTO THE UNITED STATES OF AMERICA, SOUTH

AFRICA, CANADA, AUSTRALIA OR JAPAN

Adjustment of offer and extension of offer period

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.