Clavis Pharma ASA : Call for Extraordinary General Meeting to i.a. approve the possible acquisition of Aqualis Offshore, and a

Clavis Pharma ASA : Call for Extraordinary General Meeting to i.a. approve the
     possible acquisition of Aqualis Offshore, and a NOK 54 million fully
                          underwritten rights issue

Oslo, Norway, 17 September 2013

Clavis Pharma  ASA (OSE:  CLAVIS),  announced on  4  September 2013  that  the 
Company had entered  into a letter  of intent (the  "LoI") to acquire  Aqualis 
Offshore Ltd.  ("Aqualis  Offshore"). As  set  out in  the  announcement,  the 
proposed transaction  is subject  to satisfactory  due diligence,  a  definite 
share purchase agreement, and shareholder approval at an extraordinary general
meeting of  the Company.  The parties  have initiated  the due  diligence  and 
negotiation processes,  and on  such basis  the Company  hereby calls  for  an 
Extraordinary General Meeting to approve  the transaction, provided the  other 
conditions will be fulfilled.

The LOI is based on  a purchase consideration of NOK  70 million on an  equity 
basis with settlement in Clavis Pharma shares valued at NOK 1.60 per share. As
of 30 June 2013, Aqualis Offshore had a net debt position of USD 1.35 million.
The consideration shares to be issued to the shareholders of Aqualis  Offshore 
in connection with the  proposed acquisition will be  subject to an  extensive 
lock-up period.

Aqualis Offshore is  a specialized  engineering and  marine consultancy  firm, 
focusing on  high  end niche  offshore  consultancy with  a  service  offering 
ranging  from  marine  warranty  services,  engineering,  transportation   and 
installation,  rig  moving,  dynamic  positioning,  construction   supervision 
services and due diligence services.  The company was established in  December 
2012 and has since its inception rapidly developed a significant customer base
including several  major  oil  companies,  offshore  companies  and  financial 
institutions. Aqualis  Offshore  is present  in  all major  oil  regions  with 
offices in London  (headquarter), Oslo,  Houston, Rio  De Janeiro,  Singapore, 
Dubai and Dammam. For further information about Aqualis Offshore, please refer
to the attached corporate presentation,orthe company's website

In  order  to  secure  growth  capital  for  the  new  business  area,   while 
facilitating equal treatment of all shareholders, the Board proposes to  carry 
out  a  new  share  issue  of  NOK  54  million  with  preemptive  rights  for 
shareholders of Clavis Pharma (the "Rights Issue"). The subscription price  in 
the new share issue, to be  fully underwritten by large existing  shareholders 
of Clavis Pharma and/or shareholders of Aqualis Offshore, has been set at  NOK 
1.60 per share. Transferable subscription rights will be issued and listed  on 
the  Oslo  Stock  Exchange.  Clavis  Pharma  shareholders  will  receive   one 
subscription right  per  share  held  in  Clavis Pharma  on  the  day  of  the 
Extraordinary General Meeting (8 October).

In addition, and in  connection with the Rights  Issue, the Board proposes  an 
offering of up  to 5  million shares directed  towards the  employees of  both 
Clavis Pharma and Aqualis Offshore  at the same issue  price as in the  Rights 
Issue (the  "Employee  Offering")  in order  to  facilitate  further  employee 
ownership in the Company.

Please find attached the complete  call for the Extraordinary General  Meeting 
in Clavis Pharma ASA to be held on  8 October at 13:00 CET, at Sjølystplass  2 
(2nd floor), Oslo. The formal call  for the Extraordinary General Meeting  has 
been sent to  all shareholders  registered in the  Norwegian Central  Security 
Depository (VPS). The complete set of documents relating to the  Extraordinary 
General Meeting will be made available on on 17 September


Gunnar Manum
Acting CEO and CFO
+47 24 11 09 71 / +47 95 17 91 90 (mob)

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Aqualis corporate presentation
Clavis Pharma ASA call for EGM


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Source: Clavis Pharma ASA via Thomson Reuters ONE
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