Aker Yards And Alstom Marine Plan To Join Forces

Aker Yards and ALSTOM announce on 4 January 2006 their intention to join forces in shipbuilding and create together one of the world leaders in this industry, focused on high value added ships, including world class cruise ships.

The parties plan to establish a new company consisting of the shipyards in Saint-Nazaire and Lorient. Aker Yards would own 75 % of this new company, and ALSTOM would commit itself to keep the remaining 25 % until 2010.

The transaction would enable continuity in management and the actions taken as part of the “Marine 2010” performance improvement and cost reduction programme already under implementation in Alstom Marine. The transaction would have no direct impact on employment.

By being part of Aker Yards, the new company would benefit from a broadened product range and strong industrial synergies. Aker Yards has 13 yards in 5 countries in which it has demonstrated its ability to implement synergies. It would be in a position to address the strong growth which is expected in this market.

The new company would benefit from a unique design competence, combining the long tradition of French and Finnish cruise shipbuilding, that has produced icons such as SS France, Queen Mary 2, the Voyager class and the Freedom class ships. Aker Yards would also be in a position to fully leverage Chantiers de l’Atlantique’s large industrial capacity in cruise ships and naval vessels in Saint-Nazaire. The shipyard is ideally positioned to handle the construction of very large ships and is able to respond to a cruise market which demands vessels of ever-increasing size.

Aker Yards would pay EUR 50 million for the 75 % stake of the new company. Depending on the financial performance, the remaining 25 % would be sold to Aker Yards for up to EUR 125 million in 2010. The new company would be adequately funded to ensure the ability to independently finance its future growth. An estimated amount of EUR 350 million would be injected by ALSTOM into the newly formed company. This amount would notably cover the anticipated increase in working capital requirements from the current negative situation to an average of EUR 100 million for the new company.

The proposed transaction would be subject to a number of conditions, including finalization of the agreement between the parties, the effective setting-up of the new company, the requisite financing for the new company’s activities, the authorization of the European authorities, the information / consultation of the work councils, confirmatory due diligence and other relevant conditions. It is expected to be concluded by the end of March 2006.

The transaction would be carried out as a “Sale of Assets” from Chantiers de l’Atlantique to Aker Yards. The LNG tankers under construction at Saint-Nazaire are not a part of the transaction. The LNG vessels would be completed by the new company as a subcontractor to Alstom. Apart from the LNG vessels, the current order book, mainly consisting of four cruise vessels would be included in the transaction.

Patrick Kron, Chairman and CEO of ALSTOM, said: “Putting together Aker Yards and ALSTOM Marine would create a champion on the market of high-valued ships, notably of cruise ships. We would be proud to be part of its development in the coming years.”

Karl Erik Kjelstad, President & CEO of Aker Yards states in a comment: “By joining the forces of Chantiers de l’Atlantique and Aker Yards, we can create a unique position in the shipbuilding industry, ready to meet the ever increasing needs of tomorrows’ demanding cruise passengers. ”

Patrick Boissier, President of ALSTOM Marine, declared “The yard in Saint-Nazaire has a long tradition in building complex and specialized vessels, with state of the art technology, modern facilities and a very competent staff. I do believe that a strong and fruitful combination between Chantiers de l’Atlantique and Aker Yards can be achieved.”

Aker Yards ASA is an international shipbuilding group focusing on sophisticated vessels and is one of the world’s five largest shipbuilders. The group has a strong position both in terms of innovation, product range, technology, experience and capacity. The product range includes cruise vessels and ferries, merchant vessels, offshore and specialized vessels. Aker Yards, with a turnover of NOK 12.5 bn. in 2004, comprises 13 yards in Norway, Finland, Germany, Romania and Brazil, and has approximately 13.000 employees. www.akeryards.com

Chantiers de l’Atlantique, one of Europe’s biggest shipyards, has been brought to the world’s attention as the birthplace of Cunard’s new ocean liner, Queen Mary 2. “QM2” has been the 111th passenger ship built here, as the yard has been in activity since the early 1860’s. Many famous liners sailing for French companies have been built in Saint-Nazaire since the 19th century, including Ile de France, Normandie, France. and many more. The ALSTOM businesses included in the transaction employ a total workforce of app. 3000 people ; the existing order backlog consists of four cruise ships, one large motor yacht and two smaller ships for delivery between 2006 and 2009, representing a total of app. EUR 1.8 billion . http://www.marine.alstom.com

ALSTOM is a global leader in the world of power generation and rail infrastructure and sets the benchmark for innovative and environmentally friendly technologies. ALSTOM builds the fastest train and the highest capacity automated metro in the world, and provides turnkey integrated power plant solutions and associated services for a wide variety of energy sources, including hydro, gas and coal. The Group employs 69,000 people in 70 countries, and had orders of €15.8 billion in 2004/05. http://www.alstom.com

Disclaimer
This press release includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. Such forward-looking information and statements are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Chantiers de l’Atlantique, Aker Yards ASA and its subsidiaries and affiliates (the “Aker Yards Group”) lines of business. These expectations, estimates, and projections are generally identifiable by statements containing words such as “expects,” “believes,” “estimates” or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the Chantiers de l’Atlantique’s and Aker Yards Group’s businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time. Although ALSTOM and Aker Yards ASA believe that their expectations and the information in this Press release were based upon reasonable assumptions at the time when they were made, they can give no assurance that those expectations will be achieved or that the actual results will be as set out in this Press release. Neither ALSTOM nor Aker Yards ASA nor any other company within their respective Groups is making any representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the information in the Press release, and neither ALSTOM, Aker Yards ASA, any other company within their respective Groups nor any of their directors, officers or employees will have any liability to you or any other persons resulting from your use of the information in the Press release.

Neither ALSTOM nor Aker Yards ASA undertakes any obligation to publicly update or revise any forward-looking information or statements in the press release, other than as required by law.

The Aker Yards Group consists of many legally independent entities, constituting their own separate identities. Aker Yards is used as the common brand or trade mark for most of these entities. In this press release we may sometimes use “Aker Yards,” “Group, ”we,“ or ”us" when we refer to Aker Yards companies in general or where no useful purpose is served by identifying any particular Aker Yards company.

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Severine Gagneraud

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ALSTOM

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