HOUSTON, July 19 /PRNewswire-FirstCall/ -- Rowan Companies, Inc. ("Rowan" or the "Company") (NYSE: RDC) previously announced that it had entered into a Share Purchase Agreement (the "Agreement") with Skeie Technology AS, Skeie Tech Invest AS and Wideluck Enterprises Limited and has obtained irrevocable commitments from Skeie Holding AS and Trafalgar AS (collectively, the "Sellers") to enable Rowan to purchase all of the ordinary shares in Skeie Drilling & Production ASA ("SKDP") held by the Sellers. Rowan announced today that its Board of Directors has approved the transaction, all other conditions precedent have been met and the transaction will proceed.
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The Company will launch a tender offer for the remaining 49.7% of SKDP's outstanding ordinary shares and expects to complete the tender offer in September 2010, following the prospectus review of the Norwegian Financial Supervisory Authority.
Under the terms of the tender offer, Rowan will issue 0.00574 shares of its common stock for each outstanding ordinary share of SKDP held by the remaining SKDP shareholders (or 5,741.67 Rowan shares per one million SKDP shares), for a total of approximately 6,061,286 Rowan shares. This exchange ratio was agreed to based on an SKDP equity valuation of approximately 1 Norwegian Kroner (NOK) per share. These are the same terms under which Rowan will acquire the Sellers' shares of SKDP.
SKDP is a Norwegian entity that owns and manages the construction of three high-spec jack-up rigs, designated "N-class", designed and being built by Keppel FELS Ltd. in Singapore. The expected deliveries of the rigs are September 2010, December 2010 and June 2011.
Pareto Securities AS is acting as financial advisor to Rowan.
The Rowan securities offered have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Rowan will file a registration statement with the U.S. Securities and Exchange Commission allowing such Rowan securities to be offered and sold in the United States.
Rowan Companies, Inc. is a major provider of international and domestic contract drilling services. The Company also owns and operates a manufacturing division that produces equipment for the drilling, mining and timber industries. The Company's stock is traded on the New York Stock Exchange. Common Stock trading symbol: RDC. For more information on Rowan, please visit www.rowancompanies.com.
This report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs and future expected financial performance of the Company that are based on current expectations and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected by the Company. Among the factors that could cause actual results to differ materially include oil and natural gas prices, the level of offshore expenditures by energy companies, energy demand, the general economy, including inflation, weather conditions in the Company's principal operating areas and environmental and other laws and regulations. Other relevant factors have been disclosed in the Company's filings with the U.S. Securities and Exchange Commission.
SOURCE Rowan Companies, Inc.
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