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Oslo, 19 May 2014

Supreme Group BV ("Supreme" or the "Buyer") has entered into definitive agreements to purchase all the shares and bonds held by the five largest shareholders (the "Sellers") of EMS Seven Seas ASA ("EMS" or the "Company"), being If Skadeforsikring, MP Pensjon, Folketrygdfondet, Varner-Gruppen AS and Bergen Kommunale Pensjonskasse, holding in total 22,403,641 shares, representing 82.1% of the total number of outstanding shares in EMS, and 98.5% of the outstanding bonds under the Company's bond loan agreement (the "Transaction").

The agreed purchase price is NOK 5.0 per share (representing a total market capitalization of NOK 136.5m for 100% of the equity of the Company) and a total of NOK 227,941,834 for approximately 98.5% of the bonds. Supreme shall compensate the Sellers in the event it sells shares or bonds in a 12 months' period following signing of the agreements. Supreme has undertaken to make a mandatory offer to acquire all remaining shares in the Company at a price of NOK 5.0, equal to the share price agreed with the Sellers, upon completion of the Transaction.

Ola Røthe, chairman of EMS, comments:

"We see a strong industrial logic for the combination of Supreme and EMS. Being a global provider of integrated supply chain solutions with a strong base in the Middle East we believe Supreme is well positioned to continue the journey of operational and financial turnaround of the Company as well as capturing new growth opportunities. The Board of EMS notices that the five largest shareholders of EMS collectively representing 82.1% of the shares and 98.5% of the bonds have all agreed to sell. Furthermore, the Board notices that the agreed share price represents an equity premium of 72.4% and 61.6% respectively to the closing share price of EMS on 16 May 2014 and the volume weighted average share price of EMS for the one month period ending on 16 May 2014. Overall, we believe this is a good transaction outcome."

Completion of the Transaction is subject to customary closing conditions, being satisfied or waived by the Buyer (acting in its sole discretion), including but not limited to, approval by competition authorities, that the Company's annual general meeting resolves the proposed share issue as previously announced with certain amendments (the "Amended Share Issue") and no material adverse change having occurred in EMS.

The completion of the Transaction is expected to take place on 20 June 2014 or a later date if the conditions for completion is not fulfilled or waived by the Buyer (acting in its sole discretion) at that time. Supreme has under certain conditions agreed to pay the Company a break fee of USD 5.0m in total if the Transaction is not completed within 15 July 2014.

The Amended Share Issue will allow Supreme to complete the Transaction and any potential mandatory offer for the remaining Shares in the Company prior to the start of the subscription period for the Amended Share Issue. The board of directors has therefore resolved to propose to the annual general meeting to be held on 22 May 2014 the Amended Share Issue, resulting in that the ex-date will be no earlier than 23 September 2014 and the subscription period will start no earlier than 29 September 2014. The proposal for the Amended Share Issue is attached hereto. The Sellers have agreed to support the proposal for the Amended Share Issue at the annual general meeting.

Carnegie AS acts as financial advisor and Advokatfirmaet Selmer DA acts as legal advisor to EMS in connection with the Transaction.

For further information, please contact:

Toril Eidesvik
Chief Executive Officer
Telephone: +47 90 07 82 18

Ole Anton Gulsvik
Chief Financial Officer
Telephone: +47 99 56 85 20

Important Notice

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisor is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the share issue, the contents of this announcement or any of the matters referred to herein. The share issue and the distribution of this announcement and other information in connection with the share issue may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.

The share issue will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the share issue in any jurisdiction outside of Norway in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. There will be no offer of securities in the United States. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act.

This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the
basis of the information contained in the prospectus made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.

 
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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