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EMS Seven Seas ASA : Q1 2014

Highlights - Q1 2014

For Q1 2014, EMS reported total revenues of MUSD 96.8, a decrease from MUSD
106.1 in Q4 2013, and a year-on-year decrease compared to MUSD 101.0 in Q1

· The EBITDA came in at MUSD 3.5 in the quarter, an improvement compared
to MUSD 2.2 and MUSD 1.4 in Q4 2013 and Q1 2013 respectively.

· The gross margin increased from 18.9% in Q4 2013 to 19.3% in Q1 2014,
and showed a further significant increase compared to the Q1 2013 level of
17.5%. The large year over year increase is mainly driven by a change in
product mix from military to commercial sales as share of total revenues. In
addition, margins have improved within the segments.

· Operating expenses were MUSD -15.2 compared to MUSD -17.9 in Q4 2013 and
MUSD -16.3 in Q1 2013. The decrease compared to last quarter is primarily due
to costs in Q4 2013 associated with management changes in the Group.

· On 01 April 2014, EMS announced that The Board of Directors appointed
Toril Eidesvik as CEO of EMS Seven Seas ASA as of 31 March 2014. Toril
Eidesvik (born 1968) has served as interim CEO of EMS Seven Seas ASA since 14
November 2013.

· On 11 April 2014, EMS announced a share issue of up to approx. NOK 218
million. The Subscription price was set at NOK 2 per new share with tradable
subscription rights granted to the Company's eligible shareholders as at
close of trading on the date of the general meeting resolving the Share Issue
(expected on or about 22 May 2014). However, in connection with Supreme
Group's agreement to acquire a majority shareholding in EMS (see below) the
Board of Directors has resolved to propose to the annual general meeting
certain amendments to the Share Issue, resulting in that the ex-date will be
no earlier than 23 September 2014 and the subscription period will start no
earlier than 29 September 2014

· On 24 April 2014, a Bondholders' meeting was held pursuant to summons of
11 April 2014. There were sufficient Bondholders present at the meeting to
form a quorum. The proposed resolution obtained 100% of the votes, and the
proposal was adopted according to the voting requirements of the Bond

· On 19 May 2014, EMS announced that Supreme Group BV had entered into
definitive agreements to purchase all the shares and bonds held by the five
largest shareholders of EMS holding in total 22,403,641 shares, representing
82.1% of the total number of outstanding shares in EMS, and 98.5% of the
outstanding bonds under the Company's bond loan agreement.

The agreed purchase price is NOK 5.0 per share (representing a total
market capitalization of NOK 136.5m for 100% of EMS' equity and a total of
NOK 227,941,834 for approximately 98.5 % of the bonds). Supreme has
undertaken to make a mandatory offer to acquire all remaining shares in EMS
at a price of NOK 5.0, equal to the share price agreed with the sellers, upon
completion of the transaction.

Completion of the transaction is subject to customary closing
conditions, being satisfied or waived by Supreme, including but not limited
to, approval by competition authorities, no material adverse change having
occurred in EMS and that EMS' annual general meeting to be held 22 May 2014
resolves the proposed Share Issue (described above) as previously announced
with certain amendments. The latter will allow Supreme to complete the
transaction and any potential mandatory offer of the remaining shares in EMS
prior to start of the subscription period in the Share Issue.

The completion of the transaction is expected to take place on 20
June 2014 or a later date if the conditions for completion is not fulfilled
or waived by Supreme at that time. Supreme has under certain conditions
agreed to pay EMS a break fee of USD 5.0m in total if the transaction is not
completed by 15 July 2014.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Q1 2014


This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: EMS Seven Seas ASA via Globenewswire


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