Schlumberger launches new offer for Eastern Echo

Company News - November 20, 2007

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Schlumberger has announced a new offer to acquire all outstanding shares, convertible bonds and warrants in Eastern Echo Holding PLC.

The offer price is set at NKr 15.00 per share, NKr 14.94 per warrant, and the price for the bonds will reflect this value computed on the basis of the underlying convertible bond agreement.

To ensure fair treatment, those investors who tendered shares in the first offer, which closed on November 12, 2007, or sold shares in Eastern Echo to Schlumberger after close of trading on the Oslo Stock Exchange on November 5, 2007 will be offered additional consideration per share sold equal to the difference between the new offer price and the price of NKr 12 at which Schlumberger acquired such shares. A corresponding price adjustment based on the terms of the underlying convertible bond agreement will be offered to bond holders who sold their convertibles to Schlumberger after the close of trading on the Oslo Exchange on November 5, 2007, and until the close of the first offer on November 12, 2007.

Based on NKr 15.00 per share, the new offer represents a premium of 97 per cent over the IPO price at the end of October 2007, and a premium of 92 per cent based on the average weighted share price over the 20 trading days preceding the first offer.

The new offer values the equity of Eastern Echo on a fully diluted basis at NKr 4,590 million based on NKr 15.00 per share.

Schlumberger has also announced that it has received irrevocable pre-acceptances from the founders and directors of Eastern Echo, who hold an aggregate 34,595,000 shares - representing 14.2 per cent of the issued shares - and 20,000,000 warrants.

Through previous purchases in the market, and through the first offer, Schlumberger already controls a further 90,100,382 shares, representing 36.9 per cent of the issued shares. In addition Schlumberger owns bonds which are convertible into approximately 34,284,500 shares in the event of a change of control in Eastern Echo.

In total this corresponds to approximately 55.6 per cent of all outstanding shares in Eastern Echo on a fully diluted basis.

The new offer period will last from and including November 19th, 2007 to and including 16.30 (Oslo time) on November 23rd, 2007.

Completion is subject to the terms and conditions of the first offer, except for price and acceptance level, further details of which are set out in the new offer document which is expected to be available on or about November 19, 2007.

 

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