Lime Rock Partners and Lisme Management Announce Offer to Acquire All Outstanding Shares in Roxar ASA


OSLO, NORWAY, February 28, 2003 – Lisme AS (“Lisme”), a company jointly controlled by Smedvig asa (“Smedvig”) and investment funds managed by Lime Rock Management LP (“Lime Rock”), hereby announces a voluntary offer pursuant to the Norwegian Securities Trading Act to acquire all outstanding shares in Roxar ASA (“Roxar”).

The Offer Price is NOK 18.50 per Roxar share, payable either in cash or by 1 share in Lisme. The Offer price is identical to the price paid by Lime Rock for its purchase of 5,250,000 shares in Roxar on 18 December 2002 from HitecVision AS and Data Invest AS. The Offer Price represents a premium of 11 per cent to the average closing share price on Oslo Børs over the last 30 trading days before this announcement, and a premium of 26 per cent to the average closing share price the last 30 trading days before Lime Rock purchased the 5,250,000 shares in Roxar on 18 December 2002.

The Offer Period commences Tuesday 4 March 2003 and expires 14 March 2003, unless extended by Lisme.

An Offer Document/Prospectus will be available on Monday 3 March 2003 and will be distributed to all shareholders in Roxar registered in VPS per 28 February 2003.

The obligation of Lisme to complete the Tender Offer is subject to the satisfaction or the waiver of certain conditions, including a requirement of an acceptance level of more than 90%.

Smedvig and Lime Rock have entered into a Consortium Agreement, under which they agree to launch the voluntary offer and to tender their Roxar shares to Lisme if the voluntary offer is consummated. Smedvig and Lime Rock currently control directly or indirectly an aggregate of 77.52 per cent of the outstanding shares in Roxar.

Smedvig and Lime Rock are of the opinion that Roxar has a solid capital base, hence the value of the listing on the Oslo Børs is limited. Furthermore, the liquidity in the Roxar Share on Oslo Børs has been insignificant. Smedvig and Lime Rock are of the opinion that the long-term value creation of Roxar will benefit from a private ownership base. Should the acquisition be completed, Lisme intends to apply for a de-listing of the Roxar-share from Oslo Børs.

Following the acquisition, Lisme desires to develop and continue Roxar’s role and position within its business segments and to conduct those activities out of Stavanger.

First Securities ASA is financial advisor to Lisme.
Smedvig is an offshore drilling contractor headquartered in Stavanger, Norway. They own and operate a fleet of drilling units designed for offshore oil and gas exploration and development drilling. Smedvig’s primary activities are located in the North Sea and in Southeast Asia. Smedvig is listed on the Oslo Børs with ticker code SME and SMEB and on the New York Stock Exchange, with a market capitalization of approximately NOK 2,400 million. For more information about Smedvig, visit

Lime Rock Partners, based in Westport, Connecticut, is a private equity firm founded in 1998 that seeks to make privately negotiated investments in small, well-managed companies in high-growth segments of the energy industry. Since formation, Lime Rock has made investments in twelve portfolio companies. Lime Rock investments include: Roxar ASA, Deer Creek Energy, Venture Production Co., Torch Offshore, Inc. and SmartSynch, Inc. For more information about Lime Rock, visit

Smedvig asa:
Mr. Alf C Thorkildsen, Chief Financial Officer, tel + 47 51 50 99 19

Lime Rock Management LP:
Mr. John Reynolds, tel. + 1 203 293 2751

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