Rolls-Royce announces unconditional offer for ODIM ASA

Further to the announcement on 26 February 2010 regarding the recommended cash offer to acquire all outstanding shares in ODIM ASA (the “Offer”), Rolls-Royce, the global power systems company, today announced that 30.3 million shares have been tendered to its wholly owned subsidiary Rolls-Royce Marine AS. The shares represent 64.3 per cent of the outstanding shares in ODIM ASA.

Prior to the Offer, Rolls-Royce owned 15,545,634 shares, representing 33.0 per cent of the issued share capital in ODIM ASA. The shares tendered, combined with the shares owned prior to the Offer represent 45.9 million shares, or 97.3 per cent of the shares and voting rights in ODIM ASA.

All the conditions of the Offer (ref. Section 1.6 in the offer document) have now been satisfied and the Board of Directors of Rolls-Royce Marine AS has decided to proceed with the consummation of the Offer.

Settlement for the shares tendered in the Offer will take place on or around 9 April 2010.

Rolls-Royce intends to make a compulsory acquisition of the remaining shares in ODIM ASA pursuant to the Norwegian Public Companies Act and will then proceed with an application for a de-listing of the shares of ODIM ASA from Oslo Børs.

1. Rolls-Royce, a world leading provider of power systems and services for use on land, at sea and in the air, has established a strong position in global markets – civil aerospace, defence aerospace, marine and energy.
2. Rolls-Royce employs over 38,000 skilled people in offices, manufacturing and service facilities in 50 countries. The Group has a strong commitment to apprentice and graduate recruitment, and to further developing employee skills.
3. In 2009, Rolls-Royce invested £864m on research and development, two thirds of which had the objective of further improving the environmental aspects of its products, in particular the reduction of emissions.
4. Annual underlying revenues were £10.1bn in 2009, of which about half came from services revenues. The firm and announced order book stood at £58.3bn at 31 December 2009, providing visibility of future levels of activity.
5. The Rolls-Royce Marine business employs 8,000 people in 34 countries with the main manufacturing centres being in the UK, the Nordic countries, the United States and increasingly Asia.
6. Rolls-Royce is a world leader in marine solutions, providing products, service and expertise to more than 30,000 vessels in the offshore, merchant, naval surface and submarine markets. It designs ships and its product range includes propulsion systems featuring diesel engines and gas turbines, propellers, thrusters and water jets. Rolls-Royce also provides manoeuvring and stabilising systems and deck machinery.
7. ODIM ASA is a global technology group that engineers and produces advanced and complete automated handling solutions in the offshore oil & gas, naval and power generation markets.
8. ODIM ASA is headquartered in Hareid, Norway, with operations in six countries, including Norway, Canada, Singapore and Vietnam and employs approximately 900 people worldwide.
9. ODIM ASA’s annual revenues were NOK 1,996m (circa £217m) in 2009, of which 95 per cent represents marine applications, generating profit before tax of NOK 126m (circa £14m).
10. ODIM ASA has over 35 years of experience within the seismic and offshore supply market. ODIM ASA also has a solid position in specialist areas of the defence and nuclear markets. The Subsea and Deepwater Installation division also develops and sells products aimed at customers in the well intervention and drilling end-markets. ODIM ASA is making a significant commitment to the very promising deep water sector, in which it has established a unique position with its ODIM ASA Cable Traction Control Unit (CTCU) technology.
11. On 26 February 2010, Rolls-Royce announced a recommended cash offer for the 67 per cent of the share capital in ODIM ASA not already owned by the Group. The offer price was NOK 45 per share and the offer period ended on 29 March 2010.