OCEANTEAM ASA signs agreements with J. Ray McDermott subsidiary

Reference is made to the stock exchange notice on 14 September 2009 and 18
December 2009.
 
Oceanteam ASA (“Oceanteam” or the “Company”) has entered into a sale and
purchase agreement with J. Ray McDermott (Norway), AS (“J. Ray”), a subsidiary
of J. Ray McDermott, S.A., for  transfer of approximately 50% of the shares in
North Ocean II AS ( “NO II AS”) and approximately 50% of the partnership
interests in North Ocean II KS (“NO II KS”)  from its wholly-owned subsidiary
Oceanteam Shipping 102 AS and transfer of  75% of the shares in North Ocean V AS
( “NO V AS”)  from its wholly-owned subsidiary Oceanteam Shipping 105 AS. North
Ocean II AS and North Ocean II KS are the ship owning companies for CSV North
Ocean 102, whereas North Ocean V AS is the ship owning company for CSV North
Ocean 105 (to be built).
 
As part of the transaction, Oceanteam and J.Ray have entered into shareholders
agreements governing the relationship between Oceanteam and J.Ray as
shareholders/limited partners in the aforementioned companies.
 
In addition, affiliates of J. Ray have entered into a 5 year charter for the
vessel CSV North Ocean 105 to be built at Metalships, Vigo Spain.
 
The CSV North Ocean 105 new build project is subject to completing a Spanish Tax
Lease structure for the vessel and ship financing.
 
A five year charter of CSV North Ocean 102 will start upon redelivery of the
vessel upon completion of the current ABB charter which is estimated to be in
July 2010.
 
As previously announced, Oceanteam is facing financial challenges and has for
some time been working to restructure its business. The transaction should be
regarded within this context and will help to improve the situation. However
Oceanteam emphasizes that further action is needed to resolve the situation in
full. Therefore efforts to fully restore Oceanteam’s financial position will
continue.
 
The share transfer transactions included a cash consideration of which
significant parts are placed in escrow due to the uncertainty around Oceanteam.
The transaction has created a book loss within Oceanteam Group..
 
Oceanteam has, as temporary measure until completion of the full documentation
around the CSV North Ocean 105, which is expected to be completed first quarter
2010, a minority interest in the CSV North Ocean 102 with 43.65% in the NO II AS
and 39.28% in the NO II KS. The NO II AS owns 10% of the NO II KS. When
completing the full documentation on the CSV North Ocean 105, Oceanteam and J.
Ray will be back to 45% interest in the NO II KS and 50% in the NO II AS.
 
As part of the transaction J. Ray has been granted options to purchase the
remaining shares in NO II AS and NO V AS, respectively, and the remaining
partnership interests in NO II KS. The options are exercisable from the fifth
anniversary of the completion of the transaction for the NO II KS and NO II AS
as well as from the fifth anniversary of the delivery of the CSV vessel “North
Ocean 105” for the NO V AS.
 
Furthermore, J. Ray’s right to exercise the options will be accelerated upon the
occurrence of certain financial or change of control events, including events
where (i) the shares of OT cease to be listed on the Oslo Stock Exchange and the
shares of the acquirer of control are not listed on one of a specified group of
stock exchanges or (ii) the acquirer of control is either a specified competitor
of J.Ray or a person subject to certain U.S. legal restrictions. The options are
generally exercisable at a price based on an enterprise value formula.
 
The transaction involves NO II AS, NO II KS and NO V AS (the “Target
Companies”). NO II AS is a holding company whose only assets are partnership
interests in NO II KS. NO II KS is a single purpose company owning the CSV
vessel “North Ocean 102”. NO V AS is a single purpose company party to a
shipbuilding contract with Metalships, for the construction of the CSV vessel
“North Ocean 105”.
 
The particulars of the Target Companies are as follows:
 
(Please see table in attachment)
 
Board of Directors:
Chair man    (No Board of Directors, general partner North Ocean II AS is
signatory)
 
    Daniel Houser     Daniel Houser
Board member        Ruud van der Steeg     Gary Brauchle
Board member        Haico Halbesma    Haico Halbesma
Board member        Gary Brauchle    John Rein
 
Management
(no employees):    (General partner North Ocean II AS carries out day-to-day
management )     Gary Brauchle     Lee Taylor
 
Neither of the Target Companies have any employees.
There are no current, or anticipated, agreements with the management or the
members of the Board of Directors of Oceanteam, any other company in the
Oceanteam group or the Target Companies related to the transactions described
herein.
 
For more information:     www.oceanteam.no
 
For further information about Oceanteam please contact:
CEO    Haico Halbesma    +31.6.51409987  haico@oceanteam.nl
CFO    Ruud van der Steeg    +31.6.23457194  ruud.vandersteeg@oceanteam.nl
 
[HUG#1366636]
 
OCEANTEAM ASA press release 22 Dec 2009: http://hugin.info/136936/R/1366636/334029.pdf