Bergen Group: Revised SPA for Sale of Shares in Noryards AS

March 21, 2014

Bergen Group ASA today signed an agreement with Calexco S.a.r.l. regarding revisions of the terms for Bergen Group ASA’s sale of the majority interest in NorYards AS to Calexco.

The main deviations from the SPA executed in July 2013, as further described in Bergen Group’s detailed announcement dated 24 July 2013, are as follows:

* The number of Noryards shares to be acquired by Calexco on closing of the transaction is increased from 51 % to 70%.

* The purchase price for the shares comprised by the transaction is reduced from USD 18.2 million to USD 13.18 million.

* The equity contributions to be made in cash on closing of the Noryards transaction is amended in accordance with the new ownership interests from NOK 25 million to NOK 15 million (30 %) to be invested by Bergen Group ASA, and from NOK 25 million to NOK 35 million (70 %) to be invested by Calexco.

* Calexco is committed to provide a working capital facility in an amount of NOK 100 million to Noryards. Such commitment is supplemental to a commitment by Calexco to provide hull construction financing with an amount between USD 20 and 40 million. CEO Asle Solheim considers the revised SPA with Calexco as a natural step in the on-going restructuring process of Bergen Group.

“Bergen Group has taken different measures in order to accelerate the process of reducing the group’s future involvement in the shipbuilding business in favour of a more dedicated focus on offshore related activities. The revised SPA with Calexco is a natural consequence of this process“, CEO Asle Solheim comments.

Completion of the transaction based on the revised SPA is contingent upon i.a. different consents from third parties and other customary closing conditions. Completion is expected to take place on or about end of Q1 2014. The new company NorYards AS has already established a strong management team that now will continue the businesses of Bergen Group Fosen and Bergen Group BMV in new entities under the new name and with a new majority shareholder.

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Bergen Group, March 21, 2014