Saga Pure — M&A Activity 2015

Mar 4, 2015

Saga Tankers ASA : DETAILED STOCK EXCHANGE ANNOUNCEMENT REGARDING MERGER BETWEEN SAGA INVEST HOLDING AS AND STRATA MARINE & OFFSHORE AS, WITH SETTLEMENT IN SHARES IN SAGA TANKERS ASA

Saga Tankers ASA : DETAILED STOCK EXCHANGE ANNOUNCEMENT REGARDING MERGER BETWEEN SAGA INVEST HOLDING AS AND STRATA MARINE & OFFSHORE AS, WITH SETTLEMENT IN SHARES IN SAGA TANKERS ASA

Reference is made to the stock exchange notice dated 26 February 2015 regarding

the signing of a merger plan between Saga Invest Holding AS ("SIH") and Strata

Marine & Offshore AS ("Strata"), with settlement in shares in Saga Tankers ASA

("Saga Tankers" or the "Company"). Reference is furthermore made to the notice

of the extraordinary general meeting of the Company and the documentation

accompanying said notice (published on the Company's website

www.sagatankers.no).

A detailed stock exchange notice is hereby released in compliance with the

requirements pursuant to section 3.4 of the continuing obligations for companies

listed on the Oslo Axess. An information memorandum will be released pursuant to

section 3.5 of the continuing obligations.

1                  The transaction and the parties to the transaction

The transaction (the "Transaction") is a merger of Strata into the Company's

wholly owned subsidiary, SIH. The parties to the transaction are thus SIH,

Strata and the Company. Strata will be dissolved as a consequence of the

Transaction.

Strata is an investment company headquartered in Oslo. Strata has since 2012

gradually changed structure from being an industrial group to be organized as a

private equity company. Strata currently holds investment in listed shares in

the following companies:

* Aqualis ASA ("AQUA"), 5,450,973 shares, equal to 12.6% of the total share

capital;

* NEL ASA ("NEL"), 43,989,439 shares, equal to 11,0% of the total share

capital;

* Weifa ASA ("WEIFA"), 163,047,697 shares, equal to 10.3% of the total share

capital; and

* Nickel Mountain Group AB ("NMG"), 27,151,999 shares, equal to 29.9% of the

total share capital.

(jointly, the "Assets")

The purpose of the Transaction is to strengthen and diversify the Company's

investment portfolio (as further described below).

The Transaction is governed by the Norwegian Public Limited Liability Act

chapter 13 and will be implemented with continuity for accounting and tax

purposes.

The board of directors of the Company will propose at an extraordinary general

meeting of the Company, to be held on 27 March 2015, that the shareholders of

the Company approve the Transaction. The Company and Strata have received

advance commitments from shareholders holding more than 2/3 of the outstanding

shares and votes in both the Company and Strata that they will vote for the

Transaction. Following the extraordinary general meeting, the Transaction will

be registered with the Norwegian Register of Business Enterprises for the

mandatory creditor notification period of 6 weeks. Following the creditor

notification period and the clarification of any, if any, objections by the

creditors, the completion of the Transaction will be registered with the

Norwegian Register of Business Enterprises around medio May 2015.

2                  Consideration under the transaction

As consideration for the Assets to be transferred to SIH under the Transaction,

the shareholders of Strata will receive approximately 0.64 shares in the Company

for each share they own in Strata, each with a par value of NOK 1 and at a price

of NOK 2.20 per share. This implies that the Company will issue 110,898,883 new

shares upon completion of the Transaction.

The share capital of the Company will thus be increased by NOK 110,898,883, from

NOK 175,833,728 to NOK 286,732,611. The increase in share capital of the Company

will be registered at the same time as the completion of the Transaction.

3                  Further description of the company, the assets and the

transaction

The business activity of the Company is investment and management related to

shipping, rig, real estate, stock trading and other related business activities.

The Company's Board consists of the following persons:

* Mr. Øystein Stray Spetalen, Chairman of the Board of Directors;

* Mr. Martin Nes, Director of the Board;

* Mrs. Brita Eilertsen, Director of the Board.

At the general meeting of the Company, it will furthermore be proposed to elect

new board members.

The management of the Company consists of its CEO, Mr. Espen Lundaas. Mr.

Lundaas also occupies the position as CFO of the Company. Mr. Lundaas is the

sole employee of the Company. Employee's equivalent to 1.5 full-time equivalents

will be transferred to SIH in the Transaction.

The results and key figures of Strata for 2011, 2012 and 2013 are set out below

(numbers in 1,000's):

+----+------------+------------+--------------+--------+---------+-------------+

|Year|Operating |Financial |Financial |Annual |Total |Total |

| |profit |income |expenditure |result |assets |liabilities |

+----+------------+------------+--------------+--------+---------+-------------+

|2011|- 6,998 |20,235 |5,106 |5,302 |131,150 |3,782 |

+----+------------+------------+--------------+--------+---------+-------------+

|2012|- 9,564 |3,158 |167 |-6,573 |183,628 |2,243 |

+----+------------+------------+--------------+--------+---------+-------------+

|2013|- 12,725 |33,113 |19,625 |763 |183,179 |1,031 |

+----+------------+------------+--------------+--------+---------+-------------+

AQUA, NEL, WEIFA and NMG are all companies listed on the Oslo stock exchange and

are thus subject to the same disclosure requirements regarding financial

statements as the Company. For further financial information regarding AQUA,

NEL, WEIFA and NMG, please refer to the periodic financial statements of these

companies. The financial statements may be found at the companies' websites

(http://aqualis.no/investors/reports-and-presentations/quarterly-reports,

http://www.nel-hydrogen.com/home/?pid=77,

http://www.weifa.no/en/Investors/Quarterly-Reports/ and

http://nickelmountain.se/investor-relations/financial-reports/ respectively).

4                  Background for and consequences of the Transaction

Strata has invested in knowledge-based companies and has focused on active

ownership through common understanding of goals between shareholders, directors

and management to obtain sustainable growth, operational efficiency and optimal

financing. The Company considers the Transaction to be an exciting investment

opportunity.

The Company also considers that the Transaction will increase the attractiveness

of the Company's shares as a listed instrument through a larger shareholder base

and increased liquidity in the Company's shares. The Transaction may also serve

as basis for further value creation through a larger assets base and thus making

the Company more attractive for potential business partners.

The Transaction is also in line with the Company's strategy to maintain its

listing at Oslo Axess and further develop the Company as an investment company.

5                  Related party transaction

The chairman of the board of directors of the Company, Mr. Øystein Stray

Spetalen, holds 98.3% of the shares in the Company and is the largest

shareholder of Strata through the company Allum Holding AS. Mr. Spetalen is

further a director on the board of directors of Strata. The Merger is thus a

transaction between related parties and Mr. Spetalen has therefore not

participated in the respective boards' discussion of the Merger. The Company's

board of directors has obtained an independent fairness opinion from Swedbank in

compliance with section 4 of the Norwegian Corporate Governance Code. Following

the Transaction Øystein Stray Spetalen and associated companies will have a

holding representing approximately 77%.

For further information, please contact:

CEO Espen Lundaas

+47 92 43 14 17

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#1899146]