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EMS Seven Seas ASA : Supreme Group enters into definitive agreements to acquire majority shareholding in EMS Seven Seas


Oslo, 19 May 2014

Supreme Group BV ("Supreme" or the "Buyer") has entered into definitive
agreements to purchase all the shares and bonds held by the five largest
shareholders (the "Sellers") of EMS Seven Seas ASA ("EMS" or the "Company"),
being If Skadeforsikring, MP Pensjon, Folketrygdfondet, Varner-Gruppen AS and
Bergen Kommunale Pensjonskasse, 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

The agreed purchase price is NOK 5.0 per share (representing a total market
capitalization of NOK 136.5m for 100% of the equity of the Company) and a
total of NOK 227,941,834 for approximately 98.5% of the bonds. Supreme shall
compensate the Sellers in the event it sells shares or bonds in a 12 months'
period following signing of the agreements. Supreme has undertaken to make a
mandatory offer to acquire all remaining shares in the Company at a price of
NOK 5.0, equal to the share price agreed with the Sellers, upon completion of
the Transaction.

Ola Røthe, chairman of EMS, comments:

"We see a strong industrial logic for the combination of Supreme and EMS.
Being a global provider of integrated supply chain solutions with a strong
base in the Middle East we believe Supreme is well positioned to continue the
journey of operational and financial turnaround of the Company as well as
capturing new growth opportunities. The Board of EMS notices that the five
largest shareholders of EMS collectively representing 82.1% of the shares and
98.5% of the bonds have all agreed to sell. Furthermore, the Board notices
that the agreed share price represents an equity premium of 72.4% and 61.6%
respectively to the closing share price of EMS on 16 May 2014 and the volume
weighted average share price of EMS for the one month period ending on 16 May
2014. Overall, we believe this is a good transaction outcome."

Completion of the Transaction is subject to customary closing conditions,
being satisfied or waived by the Buyer (acting in its sole discretion),
including but not limited to, approval by competition authorities, that the
Company's annual general meeting resolves the proposed share issue as
previously announced with certain amendments (the "Amended Share Issue") and
no material adverse change having occurred in EMS.

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
the Buyer (acting in its sole discretion) at that time. Supreme has under
certain conditions agreed to pay the Company a break fee of USD 5.0m in total
if the Transaction is not completed within 15 July 2014.

The Amended Share Issue will allow Supreme to complete the Transaction and any
potential mandatory offer for the remaining Shares in the Company prior to
the start of the subscription period for the Amended Share Issue. The board
of directors has therefore resolved to propose to the annual general meeting
to be held on 22 May 2014 the Amended 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. The proposal for the Amended
Share Issue is attached hereto. The Sellers have agreed to support the
proposal for the Amended Share Issue at the annual general meeting.

Carnegie AS acts as financial advisor and Advokatfirmaet Selmer DA acts as
legal advisor to EMS in connection with the Transaction.

For further information, please contact:

Toril Eidesvik
Chief Executive Officer
Telephone: +47 90 07 82 18

Ole Anton Gulsvik
Chief Financial Officer
Telephone: +47 99 56 85 20

Important Notice

The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company's financial advisor is acting
exclusively for the Company and no one else, and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, or for advice in relation to the share issue, the contents of this
announcement or any of the matters referred to herein. The share issue and
the distribution of this announcement and other information in connection
with the share issue may be restricted by law in certain jurisdictions. The
Company assumes no responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement
or such other information should come are required to inform themselves
about, and to observe, any such restrictions. This announcement may not be
used for, or in connection with, and does not constitute, any offer of
securities for sale in the United States or in any other jurisdiction.

The share issue will not be made in any jurisdiction or in any circumstances
in which such offer or solicitation would be unlawful. This announcement is
not for distribution, directly or indirectly in or into any jurisdiction in
which it is unlawful to make any such offer or solicitation to such person or
where prior registration or approval is required for that purpose. No steps
have been taken or will be taken relating to the share issue in any
jurisdiction outside of Norway in which such steps would be required. Neither
the publication and/or delivery of this announcement shall under any
circumstances imply that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any date
subsequent to the earlier of the date hereof and any earlier specified date
with respect to such information.

This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions,
any state of the United States and the District of Columbia). This
announcement does not constitute or form part of any offer or solicitation to
purchase or subscribe for securities in the United States. There will be no
offer of securities in the United States. All offers and sales outside the
United States will be made in reliance on Regulation S under the US
Securities Act.

This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must
neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the
basis of the information contained in the prospectus made available by the
Company only to qualified persons in certain jurisdictions where an offer may
be made (if an offer is made). This announcement does not constitute an offer
to sell or the solicitation of an offer to buy or subscribe for, any
securities and cannot be relied on for any investment contract or decision.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Amended share issue proposal


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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