British Virgin Islands/Dubai, 16 June 2006: SeaBird Exploration Limited (BVI) ('SeaBird' or 'SBX') is
intending to submit a voluntary offer (the 'Offer') to purchase all the outstanding shares of Global Geo
Services ASA ('GGS'). The purchase price per GGS share under the Offer will be NOK 5.25, and will
be settled in cash.
The offer price corresponds to a market capitalization of GGS of approx. NOK 319 million (based on
the number of shares currently outstanding), and represents a premium of 40% and 20%, respectively,
compared to the volume weighted average price on Oslo Børs over the last week and last month, and
a premium of 38% relative to the closing price on Oslo Børs yesterday, 15 June 2006.
Funding of the purchase of shares under the offer is secured by a senior unsecured bond loan of up to
NOK 300 million issued by Seabird, of which NOK 100 million is underwritten. The maturity date for
the bond loan will be in July 2009, with an option for Seabird to redeem at 102 in 2008. The coupon
rate for the loan is 3 month NIBOR + 4.00%. The covenants are limited to (i) a minimum book equity of
both USD 50 million and 35% of capital employed, and (ii) a limitation on cash distribution to the
shareholders of 50% of the group's net profit.
It is envisaged that a formal offer document will be published on or about 22 June 2006. The offer
period is expected to start on or about 22 June 2006 and last until 6 July 2006, subject to extensions.
Completion of the Offer will be subject to inter alia the following conditions:
- SeaBird reaching an ownership of more than 50% of the shares in GGS;
- receipt of necessary consents and waivers, including competent authorities and material business
partners of GGS; and
- the absence of a material adverse change to the business, assets, capitalization, financial condition or
results of operations of GGS.
SeaBird sees several synergies from a combination of SeaBird and GGS. SeaBird is currently a
provider of seismic acquisition vessels and Ocean Bottom Surveys, services GGS currently obtains
from the open market, while GGS offers multi-client surveys for global oil companies. The GGS
business includes multi-client library data for many attractive areas world wide.
Multi-client companies in today's market are struggling to find vessel capacity. A combination of the
two companies will secure long term vessel capacity for the multi-client operations of GGS as well as
increase the long term vessel utilization for Seabird's fleet. Furthermore, a combination is expected to
increase the revenue streams by providing a broader range of services for the oil companies.
Also, a combination of the two companies will lead to a substantially strengthened financial position
for the GGS business, and allow GGS more long term planning for its operations.
Tim Isden, Chairman of SeaBird, states: "I am really pleased to propose this acquisition, which will
bring the SeaBird Group together with GGS. This will create a world wide marketing, acquisition and
processing business with an extensive data library, resulting in a fully integrated seismic corporation.
The combination of the two companies will expand the areas of operation, increase both internal and
external utilization of resources, and build a sound basis for progression in the seismic industry
during the years to come. In addition, the combined company will be positioned to take advantage of
a healthy balance sheet and fair market terms for expansion funding"
SeaBird has been advised by the investment bank ABG Sundal Collier and the law firm Schjødt.
For further queries contact:
CEO SeaBird Exploration Limited
Phone +97150 453 9075
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SeaBird Exploration Limited (BVI) `SeaBird` is a global provider of marine 2D and 3D seismic data,
solutions for seabed acquisition of 2D, 3D and 4D multimode seismic, and associated products and
services to the oil and gas industry. SeaBird specializes in high quality operations within the high end
of the source vessel and 2D market, as well as in the shallow water 2D/3D market. Main focus for the
company is proprietary seismic surveys (contract seismic). SeaBird does not have a multi-client data
library. Main success criteria for the company are an unrelenting focus on Quality, Health, Safety and
Environment (QHSE), combined with efficient collection of high quality seismic data. SeaBird operates
a seismic fleet of 4 vessels with two additional vessels under conversion with expected completion
during the first half of 2006.
All statements in this press release other than statements of historical fact are forward-looking
statements and are subject to a number of risks, uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future events that may not prove accurate. These
factors include SeaBird`s reliance on a cyclical industry and the utilization of the company`s vessels.
Actual results may differ substantially from those expected or projected in the forward-looking