CORRECTION: Announcement of competing voluntary offer by Spectrum ASA to acquire MultiClient Geophysical ASA

CORRECTION: Announcement of competing voluntary offer by Spectrum ASA to acquire MultiClient Geophysical ASA
(2017-01-24T17:08:33 CET)

This is a correction of the announcement from 17:00 24.01.2017 CET. Reason for the correction:

Oslo 24 January 2017 - Reference is made to the voluntary offer on MultiClient Geophysical ASA launched by Geoex Limited on 19 January 2017 (the 'Geoex Offer').

Spectrum ASA
('Spectrum', the 'Company', ticker code: 'SPU') is pleased to announce a competing voluntary offer ('the Offer') to acquire all the issued and outstanding shares in MultiClient Geophysical ASA ('MCG') at a consideration of NOK 1.25 per share ('the Offer Price'). The Offer values the total share capital of MCG at NOK 116 million. The Offer Price represents a premium to the Geoex Offer of approximately 19% vs. the announced cash consideration of NOK 1.05 per share payable upon completion of the transaction and a 4% premium to the total announced consideration of NOK 1.20, including the deferred payment of NOK 0.15 per share.

The Offer Price represents 16% premium to the closing price on the Oslo Axess, immediately before the announcement of the Geoex offer, and a premium of 67% and 69% respectively to the volume weighted average share prices in the three and six month periods ending before announcement of the Geoex Offer on 22 December 2016.

Indicative timetable for the Offer

The Company is in the process of finalising an offer document setting out the complete terms of the Offer (the 'Offer Document'). The Offer Document will be sent to MCG's shareholders as soon as it has been reviewed and approved by the Oslo Stock Exchange, and will also be made available at www.spectrumgeo.com and www.danskebank.no/spectrum.

The offer period (the 'Offer Period') is expected to commence early February 2017, pending approval from the Oslo Stock Exchange. The Offer Period is expected to be 2 weeks (unless extended). The Offer Period may be extended, one or several times.

Compulsory acquisition and delisting

Upon the completion of the Offer, Spectrum intends to proceed with a compulsory acquisition of the remaining shares in MCG. In connection hereto, the Offeror will seek to have the MCG shares delisted from the Oslo Stock Exchange.

Conditions for Completion of the Potential Offer

The completion of the Offer is expected to be subject to identical or similar conditions as the Geoex Offer, including:

1. Valid acceptances in respect of a number of shares of MCG which exceeds 90% of the shares and votes in MCG on a fully diluted basis;

2. No change, effect, development or event that is or would reasonably be expected to have a material adverse effect on the financial condition, business assets, or results of operations of MCG group having occurred;

3. MCG having conducted its business in the ordinary course;

4. All necessary approvals from competition authorities being obtained (if applicable);

5. No material litigation having been initiated or threatened against the MCG group which if adversely determined would reasonably be expected to result in a material adverse change;

6. No court or other governmental or regulatory authority having taken any legal action that is in effect and restrains or prohibits the consummation of the Offer and;

7. The board of MCG having issued a recommendation of the Offer and that such recommendation has not been amended or withdrawn without the consent of Spectrum.

The Offer will be financed by cash at hand and available credit facilities. The Offer will not be made subject to any financing condition.

Further information

The information in this announcement is not intended to be exhaustive. For further information explicit reference is made to the Offer Document which will contain further details regarding the Offer. The MCG shareholders are advised to review the Offer Document in detail once published. In addition, the Board of Directors of MCG is expected to make a statement regarding the Offer at least one week prior to the expiry of the offer period.

Advisors:

Danske Bank is acting as financial advisor to Spectrum and will act as receiving agent for the Offer. Advokatfirmaet Haavind is acting as legal adviser to Spectrum.

For further information, please contact:

Rune Eng; CEO and President
Email: [e-mail]
Mobile phone: [phone]

Henning Olset
; CFO
Email: @Spectrumgeo.com' target='_blank'>Henning.Olset
@Spectrumgeo.com
Mobile phone: [phone]

Sondre Vevstad; Danske Bank
Email: [e-mail]
Mobile phone: [phone]

About Spectrum

Spectrum provides innovative Multi-Client seismic surveys and seismic imaging services to the global oil and gas industry from offices in Norway, the UK, USA, Brazil, Egypt, Australia, Indonesia and Singapore. Spectrum designs, acquires and processes seismic data to deliver high quality solutions through its dedicated and experienced workforce. Spectrum holds the world's largest library of Multi-Client 2D marine seismic data and a significant amount of 3D seismic. The company's strategy focuses on both the major, established hydrocarbon-producing regions of the world as well as key frontier areas identified by our experienced team of geoscientists. The Spectrum library of Multi-Client data contains projects from many of the foremost oil producing regions of the world.

These include new acquisition, reprocessing and interpretation reports.

Important Information about this release

The Offer will not be made in any jurisdiction in which making of the Offer would not be in compliance with the laws of such jurisdiction. This announcement does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms thereof.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.