Monthly M&A Insider - Mergermarket

Deal of the month
Conditions
• Minimum acceptance of more than 90% of Roxar’s
outstanding shares and voting rights on a fully diluted
basis.
• Roxar board’s recommendation of the offer not being
amended or withdrawn.
• Receipt of all necessary regulatory and governmental
approvals.
• No court of law or authority having taken any legal action
that prohibits the completion of the transaction.
• No changes to Roxar’s share capital, except in regards to
convertible bonds.
• Roxar’s business conducts being in an ordinary course
and in compliance to applicable laws and regulation.
• No material adverse change occurs to Roxar’s financial
and business performances, as well as its assets.
Background
Exit multiples – Y/E 31/12/2008 Premium Analysis
Advisers
Target/Seller Bidder
Financial Arctic Securities
Astrup and Partners
Financial JPMorgan
Legal Schjodt Legal Wiersholm
Bryan Cave
PR - PR -
Mergermarket/dealReporter Intelligence
13-Feb-09 Roxar Petroleum could be target, industry participants say
Nordic
• Roxar was acquired by CorrOcean ASA in July 2007,
and the combined entity continued to operate under the
name Roxar ASA.
Multiples Value (€m) Offer price per share (€) 0.58
Revenue 1.4x 138.81 1 day before 45.94%
EBITDA 8.6x 22.29 1 month before 39.47%
EBIT 22.1x 8.7 1 day after -2.59%
Earnings (loss) -13.98 Pre-rumor -
Monthly M&A Report – 172