OFFER DOCUMENT Voluntary Offer to acquire all the shares in Roxar ASA made by Aegir Norge Holding AS an indirectly wholly-owned subsidiary of Emerson Electric Co. Offer price: NOK 5.20 per Share with settlement in cash Offer period: From and including 4 March 2009 to and including 1 April 2009 at 17:30 (CET) Financial Advisor: Receiving Agent: 4 March 2009
DEFINITIONS AND GLOSSARY OF TERMS... 4 STATEMENTS AND IMPORTANT INFORMATION... 6 The Offeror... 6 Important Information... 7 Restrictions... 8 1. THE OFFER... 9 1.1 Introduction... 9 1.2 The Offeror... 9 1.3 Roxar... 9 1.4 Reasons for the Offer...10 1.5 Offer Price...10 1.6 Conditions to the Offer...11 1.7 Offer Period...12 1.8 Acceptance of the Offer...12 1.9 Shareholder Rights...14 1.10 Settlement...14 1.11 Financing of the Offer...14 1.12 Announcements and Amendments of the Offer...15 1.13 Contact between the Parties prior to the Offer...15 1.14 Impact on Employees, Board of Directors and the Management of Roxar...15 1.15 No Special Benefits to Board and Management...16 1.16 Legal Consequences of the Offer...16 1.17 Statement from the Board of Directors of Roxar; Recommendation to Roxar Shareholders to Accept the Offer...17 1.18 Costs...17 1.19 Tax...17 1.20 Acquisition of Roxar Shares outside the Offer...18 1.21 Mandatory Offer...18 1.22 Compulsory Acquisition of Shares...18 1.23 Advance Acceptances...18 1.24 Delisting of the Roxar Shares...20 1.25 Legal Venue and Choice of Law...20 1.26 Miscellaneous...20 2. DESCRIPTION OF ROXAR ASA...20 2.1 Introduction...20 2.2 Company Description...20 2.3 Shares and Share Capital...21 2.4 Selected Financial Information...22 2.5 Shareholders...28 2.6 Board and Management...29 3. DESCRIPTION OF EMERSON ELECTRIC CO...30 4. TAX CONSEQUENCES...30
4.1 Introduction...30 4.2 Tax Consequences for Norwegian Shareholders Accepting the Offer Realisation of Shares...31 4.3 Tax Consequences for Foreign Shareholders...32 5. NORSK SAMMENDRAG (NORWEGIAN SUMMARY)...32 5.1 Innledning...32 5.2 Tilbudet...32 5.3 Bakgrunnen for Tilbudet...33 5.4 Tilbudspris...33 5.5 Betingelser for Tilbudet...33 5.6 Tilbudsperioden...35 5.7 Aksept av Tilbudet...35 5.8 Oppgjør...36 5.9 Kort beskrivelse av Tilbyderen...36 5.10 Kort beskrivelse av Roxar...36 5.11 Forhåndsaksepter av Tilbudet...36 5.12 Pliktig tilbud...37 5.13 Tvungen overføring...38 5.14 Strykning fra Oslo Børs...38 5.15 Diverse...38 5.16 Lovvalg og verneting...38 3
DEFINITIONS AND GLOSSARY OF TERMS Acceptance: Acceptance of the Offer by a Roxar Shareholder. Acceptance Form: The form of acceptance to be used by Roxar Shareholders when accepting the Offer, set out as appendix 3 (English version) and appendix 4 (Norwegian version) to this Offer Document. Acceptant: Roxar Shareholder who accepts the Offer. Aegir: Aegir Norge Holding AS (organisation number 992 362 936), a Norwegian private limited liability company, with registered address at Ruseløkkveien 26, 0251 Oslo, Norway. Announcement Date: The date on which Emerson publicly announced that it had reached an agreement with Roxar to launch the Offer. Company: Roxar ASA. Compulsory Acquisition: The acquisition by the Offeror pursuant to section 4-25 of the Norwegian Public Limited Companies Act of the remaining Shares in Roxar, to be effected if and following the Offeror becoming owner of more than 90% of all Roxar Shares. Emerson: Emerson Electric Co., a company incorporated in the United States whose registered headquarter is located at 8000 West Florissant Ave. P.O. Box 4100, St. Louis, MO 63136-8506, United States. Financial Advisor: J.P. Morgan plc. Fully Diluted: All issued shares in the capital of the Company together with all shares which the Company would be required to issue if all existing rights to subscribe for shares in the capital of the Company or otherwise require the Company to issue additional shares, whether under the Company s outstanding convertible bonds or any other agreement or instrument, were exercised. Group: The Company and its subsidiaries. NOK: Norwegian Kroner, the lawful currency of the Kingdom of Norway. Norwegian Public Limited Companies Act: The Norwegian Act relating to Public Limited Liability Companies of 13 June 1997 No. 45 (in Norwegian: allmennaksjeloven ). Norwegian Register of Business Enterprises: The Norwegian Register of Business Enterprises at Brønnøysund, Norway (in Norwegian: Foretaksregisteret ). 4
Norwegian Securities Trading Act: The Norwegian Securities Trading Act of 29 June 2007 No. 75 (in Norwegian: verdipapirhandelloven ). Offer: The Voluntary Offer by Aegir to purchase all of the outstanding Roxar Shares upon the terms and subject to the conditions set out in this Offer Document in accordance with the Norwegian Securities Trading Act section 6-19. Offer Document: This Offer Document with appendices. Offeror: Aegir. Offer Period: The period when Roxar Shareholders may accept the Voluntary Offer, running from and including 4 March 2009 to and, subject to extension, including 17:30 (Norwegian time) 1 April 2009. Offer Price: NOK 5.20 per Roxar Share. Oslo Børs: Oslo Børs ASA. Receiving Agent: Nordea Bank Norge ASA Roxar: Roxar ASA (organisation number 966 770 198), a Norwegian public limited liability company (in Norwegian: allmennaksjeselskap ) with registered address at Gamle Forusvei 17, 4033 Stavanger, Norway. Roxar Shareholders or Shareholders: Owners of Roxar Shares, including beneficial owners of nominee registered Roxar Shares. Roxar Shares or Shares: Shares in Roxar, each having a nominal value of NOK 1.00. Settlement Date: The date on which settlement of the Offer Price takes place in accordance with section 1.10 below. Voluntary Offer: A voluntary offer (in Norwegian: frivillig tilbud ) as defined in the Norwegian Securities Trading Act (in Norwegian: verdipapirhandelloven ) of 29 June 2007 No. 75 section 6-19. VPS: The Norwegian Central Securities Depository (in Norwegian: Verdipapirsentralen ASA ) 5
STATEMENTS AND IMPORTANT INFORMATION The Offeror This Offer Document has been prepared in accordance with section 6-13, cf. section 6-19 of the Norwegian Securities Trading Act in order to provide Roxar Shareholders with a basis for evaluating the Offer. The information about the Company included in this Offer Document is based exclusively on the Company s public financial statements and other information in the public domain as at the date hereof. The Offeror has not independently verified the information regarding the Company which is included in this Offer Document. The Offeror does not assume any responsibility for the accuracy or completeness of the information regarding the Company included in this Offer Document. 4 March 2009 Aegir Norge Holding AS 6
Important Information This Offer Document has been prepared in connection with the Voluntary Offer submitted by Aegir pursuant to chapter 6 of the Norwegian Securities Trading Act. The Offer and this Offer Document has been approved by Oslo Børs in accordance with section 6-14 of the Norwegian Securities Trading Act. Shareholders of Roxar must rely upon their own examination of the Offer and should study this Offer Document carefully and, if necessary, seek independent advice concerning the Offer and this Offer Document. The distribution of this Offer Document does not imply in any way that the information included herein continues to be accurate and complete at any date subsequent to the date of this Offer Document. With the exception of the Offeror, no person is entitled or authorised to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any other party than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. This Offer Document and the Offer is governed by Norwegian Law. The Offer is directed to all Roxar Shareholders who may legally receive this Offer Document and accept the Offer. Copies of this Offer Document will be distributed to the Roxar Shareholders registered in the shareholders register in the VPS as at 4 March 2009, except for Roxar Shareholders in jurisdictions where this Offer Document may not be lawfully distributed, and are available free of charge at the office of the Receiving Agent: Nordea Bank Norge ASA Securities Services - Issuer Services Essendropsgate 7 P.O. Box 1166 Sentrum N-0107 Oslo, Norway Fax: (+47) 22 48 63 49 Tel: (+47) 22 48 62 62 J.P. Morgan plc is acting as Financial Advisor to the Offeror and no one else in connection with the Offer and will not be responsible to any party other than the Offeror for providing (i) the protections normally granted to their customers or (ii) advice in relation to the Offer, the content of this Offer Document or any matters referred to herein. The Financial Advisor has not assumed any responsibility to independently verify the information contained in this Offer Document and does not make any representation or warranty, express or implied, or accept any liability as to the accuracy or completeness of such information. Nothing contained in this Offer Document is, or shall be relied upon as a promise or representation by the Financial Advisor. This Offer Document has been prepared in the English language only, except for the summary in Norwegian in Clause 5. Aegir reserves the right to, and may exercise the right to, acquire Roxar Shares outside the Offer before, during and after the Offer Period, provided such transactions comply with applicable laws and regulations. Aegir will publicly disclose such purchases to Roxar Shareholders, to the extent required by Norwegian law, in accordance with the procedures described in section 1.12 Announcements and Amendments of the Offer. 7
Restrictions The distribution of this Offer Document and the making of the Offer may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan), be restricted by law. Therefore, persons obtaining this Offer Document or into whose possession this Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. This Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded. This Offer Document does not represent an offer to acquire or obtain securities other than Roxar Shares. The Offer is not open to any Roxar Shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway). 8
1. THE OFFER 1.1 Introduction Aegir hereby makes a Voluntary Offer to acquire all issued and outstanding Roxar Shares on the terms and subject to the conditions set out in this Offer Document and the Acceptance Form. The Offer is made to all Roxar Shareholders who can legally receive this Offer Document and accept the Offer, for further details see above Statements and Important Information. The Offer Price is NOK 5.20 per Share which will be settled in cash, for further details see section 1.5 Offer Price and section 1.10 Settlement. The Offer Period is from and including 4 March 2009 to and including 17:30 (Norwegian time) 1 April 2009, subject to any extension by up to five weeks and six days, see section 1.7 Offer Period for further details. 1.2 The Offeror Aegir, organization number 992 362 936, is a Norwegian limited liability company (in Norwegian: aksjeselskap ) which is indirectly wholly-owned by Emerson Electric Co. ( Emerson ). Aegir has been established for the sole purpose of acquiring Roxar. Emerson was incorporated in Missouri, USA, in 1890. Emerson is publicly traded on the New York Stock Exchange under the ticker EMR, and its principal executive offices are located at 8000 West Florissant Avenue, St. Louis, Missouri, USA. Emerson has grown from a regional manufacturer of electric motors and fans into a diversified global technology company. Having expanded its product lines through internal growth and acquisitions, Emerson today is designing and supplying product technology and delivering engineering services in a wide range of industrial, commercial and consumer markets around the world. Emerson offers a wide range of products and services in the areas of process management, climate technologies, network power, storage solutions, professional tools, appliance solutions, motor technologies, and industrial automation. Emerson today has more than 130,000 employees and approximately 255 manufacturing locations worldwide, and a manufacturing or sales presence in more than 150 countries. Revenue in 2008 was USD 24.8 billion, of which 54% was derived from outside the United States. Emerson is widely recognized for its engineering capabilities, technology innovation, industry leadership, and management excellence. Emerson s management team also has a proven record of identifying and successfully integrating acquisitions across all of its business groups. See section 3 Description of Emerson Electric Co for further details on Emerson. Aegir and affiliates are currently not registered as owners of Roxar Shares. 1.3 Roxar Roxar ASA, organisation number 966 770 198 is a Norwegian public limited liability company (in Norwegian: allmennaksjeselskap ) with registered address at Gamle Forusvei 17, 4033 Stavanger, Norway. See section 2 Description of Roxar ASA for further details on Roxar. Roxar is a leading international provider of products and associated services for reservoir management and production optimization. Roxar has two main divisions; Roxar Software Solutions and Roxar Flow Measurement. Roxar offers software for reservoir interpretation, modeling and simulation, as well as instrumentation for well planning, monitoring and metering. 9
The Roxar Shares are listed on Oslo Børs under the ticker ROX and are registered in the VPS under the International Securities Identification Number ( ISIN ) NO0003073801. 1.4 Reasons for the Offer Emerson believes that a combination of its Process Management business with Roxar would be strategically compelling to both Emerson and Roxar, and it is Emerson s intention that following completion of the Offer, Roxar shall become a business unit within the Process Management business segment in order to utilize the considerable resources and global reach of the Offeror s largest business segment. Both businesses are recognized technology leaders in their respective markets and by combining the two, Emerson and Roxar s shared oil & gas customers would benefit from the more complete product and service offering that would result. Roxar s Reservoir Management and Optimization efforts align well with Process Management s successful PlantWeb industry architecture. Except as set out above there are no specific plans to restructure the Roxar Group. In addition, Emerson s and Roxar s product offerings are complementary and serve distinctively different parts of the market (E&P vs. Downstream Production). Both companies are committed to growth and to providing the highest quality products and services to the customers. Emerson believes that Roxar s long-term growth potential would be enhanced by the ability to leverage Emerson s considerable resources and financial stability. Emerson views Roxar s management team as key to the success of the business, and look forward to continued leadership of the business by the current management team. 1.5 Offer Price Shareholders accepting the Offer will receive the consideration of NOK 5.20 per Share in cash in accordance with the terms of this Offer. The Offer Price values all 243,496,474 Shares in the Company accumulated at NOK 1,266 million. The Offer Price represents (i) a premium of 49% compared to the closing share price on 27 February 2009, the last trading day prior to the Offeror s public announcement of its intention to make the Offer, (ii) (iii) (iv) a premium of 114% compared to the closing share price on 10 November 2008, the last trading day prior to Kongsberg Gruppen ASA s public announcement that it had acquired 28 million shares in the Company of NOK 2.43, a premium of 54% to the volume-weighted average of daily closing share prices for the 6 months ended on 27 February 2009 of approximately NOK 3.38, and a premium of 34% to the volume-weighted average of daily closing share prices for the 12 months ended on 27 February 2009 of approximately NOK 3.87. In the event Roxar pays out any dividend or other distribution to its Shareholders, for which the record date occurs prior to settlement of the Offer, the Offer price will, if the condition set out in section 1.6 below is waived and the Offer completed, be reduced with the amount distributed per Roxar Share. 10
Roxar 12-month share price performance (NOK) 7 6 5 4 3 2 1 0 Feb-08 Apr-08 Jun-08 Aug-08 Oct-08 Dec-08 Feb-09 Source: Factset; market data as of 27 February 2009 1.6 Conditions to the Offer The completion of the Offer is subject to the following conditions, each one of which may be waived by Aegir: a. The Offer shall on or prior to the expiration of the Offer Period have been accepted by shareholders representing more than 90 % of the capital and voting rights of Roxar on a Fully Diluted basis (including for the avoidance of doubt any Roxar Shares acquired in the market by Aegir or affiliates to the extent permitted by law); b. The Roxar Board shall not have amended or withdrawn its recommendation to shareholders set out in appendix 2 (ref. section 1.17 Statement from the Board of Directors of Roxar; Recommendation to Roxar Shareholders to Accept the Offer ); c. All necessary material permits, consents, approvals and actions from competent governmental and regulatory authorities for the completion of the Offer shall have been obtained without conditions or upon conditions which are acceptable to the Offeror; d. No court or other governmental or regulatory authority of competent jurisdiction shall have taken any form of legal action (whether temporary, preliminary or permanent) that is in effect and restrains or prohibits the consummation of the Offer or shall in connection with the Offer have imposed conditions upon the Offeror, Roxar or any of their respective subsidiaries which are not acceptable to the Offeror; e. There shall after the Announcement Date not have been any changes to the share capital of Roxar (other than in respect of conversion of bonds issued under the 4.50 per cent CorrOcean Subordinated Convertible Loan Issue 2007/2012) or issued any rights which entitles the holder to any form of equity interest in Roxar, and Roxar shall not have made any dividends or other forms of distributions to shareholders; f. Following the Announcement Date, Roxar and its subsidiaries shall, other than with the prior written consent of the Offeror, in all material respects have conducted its business in the ordinary course and in accordance with applicable 11
laws, regulations and decisions of competent governmental and regulatory authorities, and not have entered into any agreement providing for material acquisitions, dispositions or other transactions not in the ordinary course; and g. 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 Roxar, taken as a whole, shall have occurred; provided, however, that no such event or series of events resulting from or relating to any of the following shall be taken into account when determining whether such a change, effect or development has occurred: (i) changes that affect generally the industries in which Roxar or the Offeror operates, (ii) changes in relevant accounting standards, (iii) changes that affect generally the economy or the credit, debt, financial or capital markets, in each case, in the United States, Norway or elsewhere in the world, including changes in interest or exchange rates, (iv) any decline in the market price, or change in trading volume, of Roxar s or the Offeror s capital stock, and (v) failure to meet any internal forecasts or estimates of revenue or earnings in existence as of the date hereof. If the above conditions are not satisfied or waived by Aegir on or before 30 June 2009, the Offer will lapse. An announcement with respect to whether the conditions are satisfied or waived will be made as soon as this has been determined in accordance with the procedure described in section 1.12 Announcements and Amendments of the Offer below, provided, however, that the condition in g. above may not be invoked by the Offeror after the expiry of the Offer Period. As regards the condition included in letter c., the completion of the Voluntary Offer will be subject to the receipt of approval or clearances from the competition authorities in Norway, Germany and Russia. The Offeror is in the process of assessing this, and will as soon as reasonably possible make such filings with competition, antitrust or other governmental or regulatory authorities which are required in order to complete the Offer. 1.7 Offer Period The Offer Period under the Offer is from 4 March 2009 until 17:30 (Norwegian time) on 1 April 2009. The Offeror expressly reserves the right to approve Acceptances that are received after the expiration of the Offer Period, and at any time and one or several times to extend the Offer Period up to five weeks and six days (i.e. so that the Offer Period may be up to 10 weeks in total). Any extension of the Offer Period will be announced prior to 17:30 (Norwegian time) on the last day on the then prevailing Offer Period in the manner described in section 1.12 Announcements and Amendments of the Offer. In the event of an extension of the Offer Period, the Settlement Date (see section 1.10 Settlement ) will be deferred accordingly. 1.8 Acceptance of the Offer In order for a Roxar Shareholder to accept the Offer, an Acceptance Form must be correctly filled out, signed and delivered to the Receiving Agent prior to the end of the Offer Period (as extended, if applicable). On the Acceptance Forms sent to the Shareholders, information on shareholdings and certain other matters relating to the relevant Shareholder have already been filled in. The Acceptance Form also contains information regarding the settlement. In the event that there are no records of a bank account in VPS that can be used for settlement, and accordingly no bank account number is pre-included in the box named Bank account for payment in the Acceptance Form, the shareholder must specify on the Acceptance Form, or on a separate sheet submitted together with the Acceptance Form, the bank account to which payment should be made. For shareholders who do not hold a 12
bank account with a Norwegian bank, payment details for offshore payments must be included in addition to the bank account number, such as IBAN, SWIFT/BIC or similar payment codes depending on the jurisdiction where the bank account is located. The Acceptance Form is enclosed as appendix 3 (English version) and appendix 4 (Norwegian version) to this Offer Document. Acceptance Forms must be received by the Receiving Agent at the address below by means of post, delivery or fax: Nordea Bank Norge ASA Securities Services - Issuer Services Essendropsgate 7 P.O. Box 1166 Sentrum N-0107 Oslo, Norway Fax: (+47) 22 48 63 49 Tel: (+47) 22 48 62 62 If the Acceptance Form is signed by a person acting on behalf of the Roxar Shareholder, evidence of the authority of such person to sign the Acceptance Form, e.g. an authorisation and/or a company certificate, must be delivered together with the Acceptance Form in order for the Acceptance to be valid. All Roxar Shares to be acquired under the Offer must be transferred free of any encumbrances or other third-party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPS account(s) must sign the Acceptance Form and thereby waive their rights to the Shares and approve the transfer of Shares to the Offeror free of any encumbrances. Only by complying with the above instructions, may a Roxar Shareholder become entitled to sell its Shares upon the terms and subject to the conditions of the Offer Document. The Offeror reserves the right to reject any or all acceptances of the Offer which are not in proper form, or which may be unlawful. The Offeror also reserves the right, but shall in no event be obliged, to accept any incorrect or late delivered Acceptance Forms, and the right to treat an acceptance of the Offer as valid, in whole or in part, even though it is not entirely in order or not accompanied by the required evidence of authority or if it is received at places other than set out above. Roxar Shareholders whose Shares are split between several VPS accounts will receive a separate Acceptance Form for each account and are required to submit a separate Acceptance Form for each account. Any Roxar Shareholder whose Roxar Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such person if such Roxar Shareholder desires to accept the Offer for such Roxar Shares. In order for a Roxar Shareholder to validly accept the Offer, the Acceptance Form must be signed by the Roxar Shareholder or his authorised attorney. The Acceptance is irrevocable and cannot be withdrawn after receipt by the Receiving Agent. However, if the Offeror before the expiration of the Offer Period either pays or agrees a higher payment for Roxar Shares than the Offer Price or makes a new offer (subject to approval by Oslo Børs), then all Roxar Shareholders, including those who have already submitted an Acceptance Form, are entitled to choose between the offers. Any such event and the consequences thereof will be communicated in accordance with section 1.12 Announcements and Amendments of the Offer. If a new voluntary offer is 13
made, the acceptance period will be extended so that at least two weeks remain to expiration of the Offer Period. By delivering a duly executed Acceptance Form, shareholders give the Receiving Agent an authorisation to block the Shares to which the Acceptance Form relates in favour of the Receiving Agent. It will not be possible for Shareholders to administer the Shares after the blocking has been established. Shareholders accepting the Offer will retain ownership of their Roxar Shares until completion of the Offer. All Shareholder rights shall, to the extent permitted under Norwegian law, be vested with the Shareholder until completion of the Offer. By accepting the Offer, each Shareholder gives the Receiving Agent an irrevocable power of attorney to register such blocking of each Shareholder s Roxar Shares in favour of the Receiving Agent and to transfer such Roxar Shares to the Offeror upon completion and settlement of the Offer. Settlement for the Shares will be made simultaneously with the transfer of the Roxar Shares to the Offeror. An Acceptance will comprise all of the Acceptant s Roxar Shares on the VPS Account covered by the Acceptance. The Acceptance also includes any shares which are acquired or will be acquired and which are credited to the above VPS account until the shares are debited the Acceptant s VPS-account and transferred to an escrow account in the name of the Receiving Agent. 1.9 Shareholder Rights Roxar Shareholders accepting the Voluntary Offer will not be able to sell, pledge or otherwise encumber the Roxar Shares covered by the Acceptance after the shares have been blocked as described in section 1.8 above. Roxar Shareholders accepting the Voluntary Offer will, however, remain owners of their shares, including retaining their right to vote their shares and other shareholder rights, until settlement pursuant to the Voluntary Offer is completed (see section 1.10 below). 1.10 Settlement The cash payment to those who have accepted the Offer, will be made promptly after the expiry of the Offer Period and no later than 14 days after the satisfaction or waiver of the conditions described in section 1.6 Conditions to the Offer above. If the above conditions are not satisfied or waived by Aegir on or before 30 June 2009, the Offer will lapse. Accordingly, the latest day on which settlement of the Offer may occur is 14 July 2009. The relevant settlement amount to each Acceptant will be transferred to the bank account that at the time of Acceptance was registered in VPS as the account for payment of dividends to the relevant Shareholder, or if no such account number is pre-included, to the account number (and other payment codes as applicable for offshore accounts) specified by the Acceptant. For shareholders resident in Norway, if there are no records of such bank account and no bank account is specified by the shareholder when submitting the Acceptance Form, settlement will be made by issuing a banker s draft. Interest compensation will neither be paid for the period from the date of Acceptance until the Settlement Date, nor will interest compensation be paid to the Acceptants if the Offer Period is extended. The cash settlement will be made in Norwegian Kroner (NOK). 1.11 Financing of the Offer The Offer is not subject to any financing condition. The Voluntary Offer will be financed by Emerson through cash. 14
1.12 Announcements and Amendments of the Offer Announcements issued by or on behalf of the Offeror regarding the Offer and/or the Offer Document will be deemed to have been made once they have been received by Oslo Børs and distributed through its electronic information system. In this respect, the Offeror will have no obligation to publish, advertise or otherwise communicate any such announcement other than by making such release to Oslo Børs. The Offeror expressly reserves the right to extend the Offer Period (see section 1.7 Offer Period ) and/or to issue a new offer in accordance with chapter 6 of the Norwegian Securities Trading Act. Any amendments to the Offer will be binding on Aegir once received by Oslo Børs and distributed through Oslo Børs electronic information system. 1.13 Contact between the Parties prior to the Offer In the period from 11 December 2008 until the Announcement Date, Emerson and later Aegir participated in meetings and carried out general discussions with the executive management and advisors of the Company. Aegir has, pursuant to entering into a non-disclosure and stand-still agreement and a separate due diligence procedure agreement, been allowed access to a legal and financial data room to carry out a limited financial, tax, commercial, legal and business due diligence review prior to the announcement of the Voluntary Offer. On 4 February 2009, after close of business of Oslo Børs, Emerson sent a letter to the Board of the Company with an initial non-binding confidential proposal and requesting a more detailed due diligence review. On the morning of 5 February 2009, the Company notified the Oslo Stock Exchange and the Company requested deferred notification in accordance with the Norwegian Securities Trading Act section 5-3 (2). On 6 February 2009, the Board of the Company reverted to the Offeror with comments to Emerson s non-binding proposal of 4 February 2009. In relation to the process undertaken leading up to the announcement of the Voluntary Offer, an agreement governing limited exclusivity was later executed among Emerson and the Company, where the Company, subject to certain conditions, undertook not to negotiate or discuss a potential competing transaction with any other party. This agreement expired on 23 February 2009. On 1 March 2009 the Company and Aegir entered into a transaction agreement, containing, among other things, Aegir s commitment to make the Offer, and the Board of Directors of the Company s commitment to recommend, in the form of the statement set out as appendix 2, to the Roxar Shareholders to accept the Offer. In addition, the agreement provides for the payment of a break fee of USD two (2) million in the event the Offer is not completed under certain circumstances in which the Board of Directors of the Company amends or withdraws its recommendation. From close of business at Oslo Stock Exchange on 27 February to 1 March 2009, the members of the Board of the Company and the executive management granted and signed advance irrevocable acceptances, as further described in section 1.23 Advance Acceptances. 1.14 Impact on Employees, Board of Directors and the Management of Roxar The change of ownership resulting from completion of the Offer will not affect the individual and collective rights of the employees of Roxar and its subsidiaries. The Offeror does not at this time have any specific plans which will have any consequences for the employees of the Group, nor is it aware of any other consequences to the employees 15
which will result from the completion of the Offer. However, the longer-term integration of the business of the Company with Emerson s business could in the future affect the Company s employees in some respects. To the extent that measures are identified that may affect the employees of Roxar following completion of the Offer, such measures will be discussed with employee representatives and be implemented in accordance with applicable laws and agreements. 1.15 No Special Benefits to Board and Management No payments or benefits of any kind will be made by the Offeror or Emerson to the management and/or the directors of the Company or any of its subsidiaries in connection with the Offer, other than payment of the Offer Price, if they are shareholders and accept the Offer in their capacity as shareholders in accordance with this Offer Document. Roxar has in place a share appreciation and bonus scheme applicable for 2009 and 2010. This scheme was in its current form first established in 2007, and was later applied for 2008 as well. On 21 January 2009 the remuneration committee of the Board of Directors resolved to incorporate a similar updated and enhanced scheme for 2009 and 2010. For 2009 approximately 75 persons are comprised by this scheme. It was at the same time resolved to incorporate a separate scheme for members of management in order to ensure that management s incentives remained aligned with those of the Roxar Shareholders following the acquisitions of shares by Kongsberg Gruppen ASA and FMC Kongsberg Holding AS. As is customary with share appreciation incentive schemes for listed companies, they contain a change of control clause, meaning that a take-over of the Company, and as applicable a delisting of the Company, may trigger early payment under the schemes. As a result of successful completion of the Offer, members of the management and also other employees in the Company comprised by the scheme will be entitled to certain cash compensation from Roxar according to the above referred schemes. Thus, none of the incentives referred to above are established by the Offeror or as the result of the Offer as such, but in accordance with existing schemes in the Company. The schemes are of general nature and not directed at an offer from the Offeror in particular. No members of the Board of Directors are included in the above referred schemes. 1.16 Legal Consequences of the Offer The Offer may result in the Offeror becoming the owner of all the Roxar Shares validly tendered under the Offer so that the Offeror becomes subject to the mandatory offer rules and legislation on compulsory acquisitions described in sections 1.21 Mandatory Offer and 1.22 Compulsory Acquisitions of Shares below. The transaction will be subject to notification to competition authorities in Norway, Germany and Russia. The Offeror will as soon as reasonably possible make such filings with competition, antitrust or other governmental or regulatory authorities which are required in order to complete the Offer. Roxar as borrower has entered into a Guarantee, Multicurrency Revolving Credit and Term Loan Facilities Agreement, dated 25 July, 2007, as amended and restated on 13 June 2008 with inter alia DnB NOR Bank ASA and Fokus Bank as lenders, regarding term loan facilities in the amount of USD 111,000,000 and revolving credit facilities in the amount of NOK 200,000,000. If Roxar ceases to be listed on Oslo Børs, or any person acquires more than 40.00 per cent of the shares of Roxar or in any way becomes obligated to give a mandatory offer pursuant to section 6-1 of the Norwegian Securities Trading Act, the banks may on not less than 30 days notice to the borrower cancel the commitments and declare all outstanding loans, together with accrued interests due and payable. The Company has issued NOK 200,000,000 convertible bonds under the 4.50 per cent CorrOcean ASA Subordinated Convertible Bond Issue 2007/2012 dated 18 July 2007, 16
entered into between Norsk Tillitsmann ASA (Loan Trustee) on behalf of certain bondholders and CorrOcean ASA (Borrower), with maturity date set to 26 June 2012. Pursuant to the agreement, each bondholder has the right to, following the occurrence of a change of control event (i.e. control of more than 50 % of the votes that may ordinarily be cast in a general meeting of the Company), either (i) require redemption of its bonds at 101% of par value plus accrued interest or (ii), convert the bonds at the change of control conversion price. Roxar has entered into a NOK 400,000,000 loan agreement under the FRN Roxar AS Subordinated Callable PIK Bond Issue 2008/2013 dated 21 May 2008, with Norsk Tillitsmann ASA on behalf of certain bondholders, with maturity date set to 22 May 2013. From closing of a transaction being a change of control event (i.e. ownership or control of more than 50 % per cent of the share capital or the voting rights of the Company), each bondholder shall have a right of repayment of the bonds at a price of 101% of par plus accrued interests. Such right must be exercised no later than 30 banking days after the borrower has given notice of the transaction. There are no additional break costs. If the Offer is successful, Aegir intends to apply for a delisting of Roxar, as further described in section 1.24 below Delisting of the Roxar Shares. 1.17 Statement from the Board of Directors of Roxar; Recommendation to Roxar Shareholders to Accept the Offer The Board of Directors of Roxar has a duty to issue a statement on the Offer, including information on the employees view and other factors of significance for assessing whether the Offer should be accepted by the Shareholders. Information should also be given about the views, if any, of the Board Members and the Chief Executive Officer in their capacity as Shareholders. Under section 6-16 of the Norwegian Securities Trading Act, such statement must be given at least one week before the Offer Period expires. The Board of Directors of Roxar has unanimously adopted the statement set out as appendix 2 in which it recommends to the Roxar Shareholders to accept the Offer. The Board of Directors of Roxar has the right to withdraw its recommendation of the Offer if a competing offer is made and not withdrawn, the Board of Directors of Roxar determines in good faith after consultation with its financial advisor and outside legal counsel that such competing offer is more favourable to Roxar Shareholders, from a financial point of view, than the Offer, and the Offeror does not within 72 hours of the announcement of the competing offer amend the terms of the Offer so that the Offer Price is at least as high as the offer price under the competing offer and the other terms and conditions of the amended offer in aggregate are not less favourable to the Roxar Shareholders than those under the competing offer. 1.18 Costs The Offeror will pay commissions and costs directly related to the VPS transactions in connection with the Offer. As such, Acceptants will not incur any brokerage fees or other costs directly related to the VPS transactions in connection with the Offer. Any tax consequences or costs incurred by Roxar Shareholders for financial or legal advice, or any other costs in connection with the Offer will not be paid by the Offeror. 1.19 Tax Roxar Shareholders accepting the Offer are themselves responsible for any tax liability arising as a result of the settlement and any costs incurred in obtaining advice on this matter. A general description of the tax implications of the Offer is included in section 4 Tax Consequences. 17
1.20 Acquisition of Roxar Shares outside the Offer Aegir reserves the right to, and may exercise the right to, acquire Roxar Shares outside the Offer before, during and after the Offer Period, provided such transactions comply with applicable laws and regulations. Aegir will publicly disclose such purchases to Roxar Shareholders, to the extent required by Norwegian law, in accordance with the procedures described in section 1.12 Announcements and Amendments of the Offer. 1.21 Mandatory Offer If the Offer is completed and the Offeror, as a result of the Offer becomes the holder of Roxar Shares representing more than 1/3 of the voting rights in the Company, the Offeror will be required under the Norwegian Securities Trading Act to either make a mandatory unconditional offer for the remaining Roxar Shares or, if the Offeror holds more than 90% of the Roxar Shares and votes in the Company, perform a mandatory acquisition as described below in section 1.22 Compulsory Acquisition of Shares. The offer price in the mandatory offer must be at least equal to the highest price paid by the Offeror or its related parties according to section 2-5 of the Norwegian Securities Trading Act for Roxar Shares during the six months period prior to the date on which the obligation to make a mandatory offer is triggered. If it is clear that the market price is higher than the price resulting from the previous sentence when the mandatory offer obligation is triggered, the offer price shall at least be as high as the market price. 1.22 Compulsory Acquisition of Shares If, as a result of the Offer, the Offeror acquires and holds more than 90% of all Roxar Shares, then the Offeror would have the right (and each remaining Shareholder in Roxar would have the right to require the Offeror) to initiate a Compulsory Acquisition of remaining Roxar shares pursuant to section 4-25 of the Norwegian Public Limited Companies Act and section 6-22 of the Norwegian Securities Trading Act. A mandatory offer will not be required by law if the Offeror at the completion of the Offer holds more than 90% of the voting rights in the Company and within four weeks of completion of the Offer initiates a compulsory acquisition offering a purchase price equal to or higher than the price that would have been offered in a mandatory offer (see above in section 1.21 Mandatory Offer ) and issuing the necessary security for payment of the settlement in accordance with section 6-22 of the Norwegian Securities Trading Act. If the Offeror presents the offer in writing to all of the remaining Shareholders with a known address, and the offer is announced in the Norwegian Register of Business Enterprises electronic bulletin for public announcements and in a newspaper generally read at Roxar s place of business, the Offeror may set a time limit for each Shareholder to contest or refuse the offer. Such time limit may not be less than two months from the electronic announcement. Shareholders who have not contested such offer within the expiration of such time limit are deemed to have accepted the offer. In the event that Aegir as a result of the Offer, a subsequent mandatory offer or otherwise, acquires and holds more than 90% of the Roxar Shares and voting rights, Aegir intends to proceed with a Compulsory Acquisition of the remaining Roxar Shares. 1.23 Advance Acceptances In connection with the Offer, the following shareholders, representing in aggregate approximately 41% of the Company s share capital, have irrevocably undertaken to accept the offer in respect of the number and percentage of Shares indicated below. 18
Shareholder No. of Shares Percentage of shares outstanding ARENDALS FOSSEKOMPANI ASA 37,100,801 15.2% INVESCO PERPETUAL 8,412,937 3.5% HAVFONN AS 6,093,015 2.5% KAIROS NORTH EUROPEAN FUND LTD. 5,664,928 2.3% SKAGEN VEKST 5,230,000 2.1% MONTRICA GLOBAL OPPORTUNITIES MASTER FUND 5,026,222 2.1% GLASTAD INVEST AS 4,745,375 1.9% KJELL BERG AND BERGAN AS 4,718,000 1.9% SIRIUS SECURITIES AS 4,110,000 1.7% VONTOBEL ASSET MANAGEMENT 2,553,500 1.0% FONDSFINANS ASA 2,274,000 0.9% SR INVESTERING AS 1,948,624 0.8% MIKAEL PETERSSON AND TEGELBORGEN KONSULT AB 1,682,000 0.7% CIVES AS 1,616,666 0.7% MP PENSJON 1,525,064 0.6% VENTOR AS 1,514,000 0.6% NINA SISSENER FRID 1,400,000 0.6% MEGA INVESTERING AS 1,000,000 0.4% HANS OLAV TORSEN AND HERING AS 970,000 0.4% WATERMAN HOLDING 833,334 0.3% MEMENTO AS 500,000 0.2% KAARE MOURSUND GISVOLD 300,000 0.1% TONGA INVEST AS 166,667 0.1% TOBIMO AS 166,666 0.1% BLUE TULIP AS 140,000 0.1% TERJE SIGURD SVENDSEN 100,000 0.0% KENNETH OLSVIK 48,000 0.0% ORDIN HUSA 10,000 0.0% In total 99,849,799 41% The advance acceptances will also apply to any Shares that the above-mentioned Shareholders may acquire before the end of the Offer Period. The advance acceptances permit that the above-mentioned Shareholders may accept a competing offer instead of the Offer if the competing offer is made on terms more favourable than the terms of the Offer and the Offeror does not within 72 hours of 19
announcement of the competing offer amend the terms and conditions of the Offer so as to match or exceed the terms of the competing offer. 1.24 Delisting of the Roxar Shares Aegir intends to apply for a delisting of Roxar following completion of the Offer. A proposal to delist Roxar from Oslo Børs requires the approval of a 2/3 majority of the general meeting of shareholders of Roxar. Any delisting from Oslo Børs is to be decided by Oslo Børs. The board of directors of Oslo Børs may reject an application to delist the Roxar Shares, or it may decide on its own initiative to have the Roxar Shares delisted. 1.25 Legal Venue and Choice of Law The Offer is subject to Norwegian law. Any dispute arising out of or in connection with this Offer shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue. 1.26 Miscellaneous Confirmation of receipt of Acceptance Forms or other documents will not be issued by or on behalf of the Offeror. No notification will be issued in the event of a rejection of an Acceptance Form that is incorrectly completed or received after the end of the Offer Period. This Offer Document will be sent to all Roxar Shareholders registered in the shareholders register in the VPS on 4 March 2009 to the addresses held on file at VPS, except for Roxar Shareholders in jurisdictions where this Offer Document may not be lawfully distributed. Further information on the Offer may be obtained from: Nordea Bank Norge ASA Securities Services - Issuer Services Essendropsgate 7 P.O. Box 1166 Sentrum N-0107 Oslo, Norway Fax: (+47) 22 48 63 49 Tel: (+47) 22 48 62 62 2. DESCRIPTION OF ROXAR ASA 2.1 Introduction The following section contains a brief presentation of Roxar and its operations. The information on Roxar is based on the Company s public accounts and other material in the public domain. The Offeror and the Financial Advisor disclaim any responsibility and liability for the accuracy or completeness of the Offer Document in terms of the information of Roxar. For a more detailed description of the Company, please refer to Roxar s website: www.roxar.com. Information may also be obtained through the annual reports, quarterly reports, or by reference to Roxar. 2.2 Company Description Roxar is a Norwegian public limited company listed on the Oslo Stock Exchange under the ticker ROX. The current Roxar Group was formed in July 2007, when CorrOcean acquired 100% of Roxar AS by means of a purchase of all outstanding shares in Roxar AS. CorrOcean ASA subsequently changed its name to Roxar ASA. It is headquartered in Stavanger, Norway, with 28 offices in 19 countries and approximately 820 employees worldwide as of end December 2008. 20
Roxar is an independent technology services company that provides, reservoir management services, monitoring technology systems and products for various applications in the oil and gas industry. It operates in two main divisions, Roxar Software Solutions (RSS) and Roxar Flow Measurement (RFM). RSS is the software division of Roxar and is a global leader in 3D reservoir geotechnical modeling and integrated simulation. It provides technology and market leading solutions designed to reduce reservoir uncertainty and enhance reservoir performance. Flagship software products include Roxar's reservoir modeling suite IRAP RMS, its next generation structural modeling tools, and its history matching and uncertainty estimation software, EnABLE. RFM is the hardware division of Roxar and is a global leader in production metering technology. It has a significant intellectual property portfolio and a proven track record in commercializing new technology. It has three product groups: Topside, Subsea and Downhole. Roxar s principal customers include oil and gas companies, rig operators, contractors, engineering companies, pipeline operators and refineries 2.3 Shares and Share Capital As at the date of this Offer Document, Roxar has a registered share capital of NOK 243,496,474 divided into 243,496,474 shares, each with a par value of NOK 1. 21