Bergesen Board Recommendation Shareholders to Accept World Nordic Offer

Thursday, April 24, 2003
The Board of Directors of Bergesen recommend to the shareholders to accept the offer from World Nordic Aps to buy all shares of Bergesen. The offer is based on a price of NOK 180 per A-share and NOK 155 per B-share, adjusted for the dividend that will be paid to those who are registered as shareholders as of 24 April 2003. The dividend will be paid on May 14 2003. On 7 April 2003 World Nordic ApS, a Danish limited company controlled by the Sohmen family, announced a mandatory cash offer for the A- and B-shares of Bergesen d.y. ASA (“Bergesen”). On 6 April 2003, World Nordic ApS entered into an agreement with Petter C. G. Sundt and Morten Sig. Bergesen to acquire their shares in Bergesen, in aggregate 16,575,106 A-shares. The price was NOK 180 per share, and included the proposed dividend of NOK 7 per share. After the transactions, World Nordic ApS owns 51.50 % of the voting shares and 44.31 % of the share capital of Bergesen. Pursuant to the Securities Trading Act Section 4-16, the Board of Directors of Bergesen shall make a statement regarding the offer. Since a new Board will be elected at the company’s ordinary general meeting on 24 April 2003, the present Board has decided to provide this statement now. For the purpose of its statement, the Board has received the offer document for the mandatory offer, which has been approved by the Oslo Stock Exchange. The board members Morten Sig. Bergesen and Petter C. G. Sundt have declared an interest, and have not participated in the discussion of the mandatory offer. The Board has been assisted by Orkla Enskilda Securities ASA in its assessment of the mandatory offer. The offer price for each A-share is NOK 180, reduced by any dividend declared for the accounting year 2002. The offer price for each B-share is NOK 155, reduced by any dividend declared for the accounting year 2002. The proposed dividend for 2002 is NOK 7 per share. It is the opinion of the Board that the offer is fair from a financial point of view. In its assessment of the offer, the Board has considered, among other things, the company’s underlying asset values and forecasted future cash flows. The Board has also taken into account that the liquidity in the Bergesen shares is expected to be low after completion of the offer. Further, it cannot be expected that today’s dividend policy will be continued. The Board notes that the price for the B-shares represents a premium of 28.8 % compared to the closing price for the share 4 April 2003, while the offer price for the A-shares represent a premium of 28.6 % compared to the closing price on the same day. Based on the offer price inclusive of dividends, the price differential is also comparable to the historic trading price differential for the A and B shares for the past 12 months. The offer document from World Nordic ApS has been approved by the Oslo Stock Exchange, which has thereby also approved the calculation of the offer price for the B-shares. However, shareholders should be aware that if there will be a subsequent compulsory acquisition of shares from shareholders who do not accept this offer, the courts who will determine the price in such compulsory acquisition will not necessarily base their determination on such a price differential. The Board has taken note of the statement from the offeror that it intends to retain the company’s management and its operational headquarters in Oslo. The company’s employees have been informed of the offer. The employees have not made any objections to the offer. On the basis of the above, the Board of Bergesen has recommended the shareholders to accept the mandatory offer. The board members Lars A. Christensen, Johan Fr. Odfjell and Christian Ringnes, and the managing director Svein Erik Amundsen, hold shares in the company, directly or through companies controlled by them. It is their intention to accept the mandatory offer with respect to these shares. At its annual General Meeting held today, the Board of Directors at Bergesen now consists of: Helmut Sohmen, Chairman Andreas Sohmen-Pao, Vice Chairman Michael J. Blakely Svein Erik Amundsen Morten Sig. Bergesen 2. The Annual Accounts. The Annual Accounts for 2002 as presented to the shareholders was approved. 3. Dividend. The Board of Directors' recommendation to distribute a dividend in the amount of NOK 7 per share was approved by the shareholders. 4. Reduction of the Share Capital The Board of Directors’ recommendation to reduce the share capital by NOK 5,691,625 by deletion of 2,276,650 purchased, own shares in total, was approved by the shareholders. 5. Articles of Association. Amended Articles of Association will be effective upon the implementation of the reduction in the share capital. 6. Power of Attorney to purchase own shares. The Annual General Meeting granted the Company’s Board of Directors Power of Attorney to let the Company purchase A and/or B-shares in the Company at a total nominal value of up to NOK 14,336,351, with upper price limit of NOK 300.00 per share and lower price limit of NOK 2.50 per share. The Board of Directors shall be free to elect the means for purchase or sale of shares in the Company. The Power of Attorney will expire 18 months from 24 April 2003. The company meets the free equity requirements of The Norwegian Public Limited Companies Act to purchase up to 10% of the share capital.
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