Offshore SeisNews ©

••• 15.08.05  Netherlands, 15 Aug 2005, Fugro N.V. (“Fugro”) announces a voluntary offer for all the shares in Exploration Resources ASA (“Exploration Resources”).
The shares of Exploration Resources are listed on Oslo Bors. The offer price per share is NOK 290 with consideration in cash.
The offer price represents a premium of 20.8 % to the closing price of NOK 240 for Exploration Resources on August 12 2005, and a approximately a 46 % and 68 % premium to the average closing price over the last 30 and 90 trading days, respectively.
Exploration Resources’ largest shareholder, G.C. Rieber & Co. AS and managing director Paul-Chr. Rieber, representing in aggregate 1,349,011 shares in Exploration Resources, corresponding to approximately 20.4 % of the shares outstanding in Exploration Resources, have accepted the offer by tendering all their shares in favour of the offer by way of irrevocable undertakings. The irrevocable undertakings are subject to certain time limitations and that an acceptance level of at least 70 % of the share capital of Exploration Resources will be obtained by Fugro.
The voluntary offer will be subject to a total acceptance level of more than 90 percent of the shares outstanding in Exploration Resources. The offer will also be subject to approvals from relevant authorities, no material adverse change in Exploration Resources’ financial position, assets and liabilities or trading prospects before the transaction is completed as well as to a satisfactory due diligence. Further, the offer is conditional upon no new shares of Exploration Resources (other than shares offered as merger consideration to the shareholders of Multiwave Geophysical Company ASA) being offered prior to completion of the offer. The offer will be extended to shares issued through the aforesaid merger.
The offer period will commence and the necessary documentation will be distributed as soon as practically possible.
The board of Exploration Resources has been informed of this offer.
The proposed acquisition is intended to enhance Fugro’s operations in the marine seismic market and to improve service levels on a global basis. In this regard both companies’ Joint Venture, under which Fugro markets vessels and supplies geophysical services, seismic crewing and operations to Exploration Resources, has proven to be a successful combination throughout the last three years.
Mr. Kramer, chief executive officer of Fugro comments: “The proposed acquisition will enable Fugro to meet its growth objectives in a responsible manner through acquisition of an existing fleet rather than through construction or commissioning of new vessels, which would add to global capacity and so potentially weaken the market.”
Fugro and Exploration Resources work together well in the current JV. Given the relatively short remaining term of the JV agreement, Fugro would need to consider other growth opportunities outside the JV should an acquisition not materialise. However, a combination of Fugro and Exploration Resources is preferred and will strengthen their ability to compete and deliver satisfactory financial results. Fugro’s marine seismic operation is Norway based and will further strengthen both companies’ presence in Bergen and Oslo, ensuring that the combined company remains a strong operator and an employer of choice locally.
Financial advisor to Fugro in relation to the voluntary offer is Alfred Berg ABN AMRO and legal advisor is Thommessen Krefting Greve Lund.

About Exploration Resources:
Exploration Resources is a company resulting from the split of Rieber Shipping ASA effective 8 March 2005, when all the seismic activities were spun off to Exploration Resources. The activities of Exploration Resources are towed streamer seismic, both contract based and multiclient, and seabed operations consisting of 4C and SeaBed Logging (ElectroMagnetics) operations performed by the subsidiary Multiwave.
Exploration Resources owns 5 and operates 6 vessels within the areas of high quality 2D and cost effective 3D. Through a cooperation established in 2003, Exploration Resources and Fugro operate a joint venture whereunder Fugro markets and operates and provides seismic operations for four of Exploration Resources’ offshore seismic vessels.
The company is headquartered in Bergen, Norway, and is listed on the Oslo Stock Exchange.

About Fugro:
Fugro collects and interprets data related to the earth's surface and the soils and rocks beneath. On the basis of this data the company provides advice, generally for purposes related to the oil and gas industry, the mining industry and the construction industry. Fugro operates around the world at sea, on land and from the air, using professional, highly-specialised staff and advanced technologies and systems, many of which have been developed in-house. Fugro also operates a joint venture together with Exploration Resources in the area of marine seismic acquisition.
Fugro's objective is to develop a strong market position supported by technological developments and the provision of high quality services. For marine seismic acquisition this requires a strong international market position.
Fugro was founded in 1962, has been listed on Euronext N.V. in Amsterdam since 1992 and has been included in the Amsterdam Midkap index since 2002. Current market capitalization is approximately Euro 1.7 billion. With the acquisition of Thales GeoSolutions in 2003, Fugro has over 275 offices and approximately 8,000 staff stationed in more than 50 countries worldwide.

Source: www.fugro.com.