Clavis Pharma ASA: Signed final agreement to acquire Aqualis Offshore - extended announcement

   Clavis Pharma ASA: Signed final agreement to acquire Aqualis Offshore -
                            extended announcement

Oslo, Norway, 27 September 2013

Clavis Pharma ASA (OSE: CLAVIS), reference is made to the announcement on 4
September 2013 that the Company had signed a Letter of Intent to acquire
Aqualis Offshore Ltd (Aqualis Offshore), a specialized engineering and marine
consultancy firm. Following further negotiations and customary due diligence,
Clavis Pharma is pleased to announce that the Company has today signed a final
share purchase agreement to acquire Aqualis Offshore. The agreement is subject
to certain conditions, including shareholder approval at the announced
Extraordinary General Meeting ("EGM") in Clavis Pharma to be held on 8 October

The acquisition of Aqualis Offshore represents a change in strategic direction
for Clavis Pharma  to include  a new business  area of  specialist marine  and 
engineering consultancy services  to the  offshore oil and  gas industry.  The 
existing pharmaceutical activities of Clavis Pharma will remain as a  separate 
business area  within the  Company. Clavis  Pharma has  a large  portfolio  of 
patents relating to its  LVT-technology, as well  as licensing agreements  for 
the potential  development  of the  compounds  CP-4033 and  CP-4200,  and  the 
Company will try to  maximize the value of  these assets by closely  following 
the licensees' development of potential  drug candidates, and through  further 
out-licensing or sale of existing patents and patent applications. The Company
will continue to review new investment opportunities within this business area
to see whether further investments should  be made in new technologies  and/or 
development projects.

Clavis Pharma  is acquiring  100% of  the  shares in  Aqualis Offshore  for  a 
consideration of NOK 70 million on  an equity basis, with settlement in  43.75 
million Clavis Pharma shares at a price of  NOK 1.60 per share. As of 30  June 
2013, Aqualis Offshore had a net  debt position of USD 1.35 million,  implying 
an enterprise value of  Aqualis Offshore of approximately  NOK 78 million.  An 
independent expert opinion from  RSM regarding the  value of Aqualis  Offshore 
has been issued in compliance with the Public Limited Liability Companies  Act 
section 10-2, and  distributed to  shareholders as part  of the  call for  the 
EGM. The current time plan indicates completion in early November 2013.

The consideration shares issued are subject to an extensive lock-up period. 35
million consideration  shares have  a lock-up  period of  2 years,  while  the 
remaining 8.75  million  consideration  shares, held  by  the  management  and 
employees of Clavis Offshore, have a lock-up period of 3 - 6 years.

The shareholders of Aqualis Offshore are Ferncliff and associated companies
(51%), and key management and employees of the company (49%). Ferncliff is
owned by Øystein Stray Spetalen, a Board member of Clavis, and the CEO of
Ferncliff, Martin Nes, is the Chairman of the Board of Directors of Clavis.
Øystein Stray Spetalen and associated companies have a 14.81% ownership
interest in Clavis Pharma.

Aqualis Offshore
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.

Aqualis Offshore's strategy is, through its specialist marine and  engineering 
consultancy services, to operate through a growing network of global  offices. 
As it  expands  globally,  Aqualis  Offshore  pursues  high  growth  ambitions 
primarily focusing  on  developing  economies  and  emerging  markets.  Within 
developing economies,  Aqualis Offshore  services the  high-end niche  markets 
with a goal to  be recognized for its  high-quality product and services.  The 
Company aims  to be  ISO 9001  accredited  in early  2014 once  the  mandatory 
minimum trading time lines  have been completed. In  order to incentivize  and 
align interest  internally, Aqualis  Offshore  offers opportunities  for  wide 
employee ownership  and  focuses on  maintaining  excellent retention  of  its 
high-value staff. 

Aqualis Offshore  has  a  highly experienced  management  team  with  industry 
leading credentials and long standing client relations. The company  currently 
employs around 40 people and in  addition approximately 30 people have  signed 
contracts to join  the Aqualis Offshore  team. A significant  increase in  the 
number of employees is expected going  forward. Aqualis Offshore is led by  Mr 
David Wells,  a Master  Mariner with  more than  30 years'  experience in  the 
offshore sector with particular focus on offshore operations, marine  warranty 
services and marine  consultancy. He is  a specialist on  jack up  operations, 
location approvals and all aspects  of rig moving. Mr  Wells and his team  has 
over the last  three months signed  contracts worth more  than USD 7  million, 
including a large  monitoring agreement  to be executed  over a  period of  20 

The Aqualis Offshore's Board of Directors consists of the following members:
Glen Ole Rødland (Chairman), Reuben Segal, Øystein Stray Spetalen, Martin Nes,
David Wells.

The Aqualis Offshore management team consists of the following persons: David
Wells (CEO), Christian Opsahl (CFO), Dr Bader Diab (Director of Engineering
and North America), Phil Lenox (Director Asia Pacific), Dr Andrew Theophanatos
(Director South Americas), Reuben Segal (Director Middle East), Santosh George
(Group QHSE Manager), Bjørn Håvard Brænden (Director Norway).

Aqualis Offshore was incorporated in December 2012 and key figures for Aqualis
Offshore for the six months ended 3o June 2013 are as follows (in USD '000's):

Operating revenue 313
Loss before tax (935)
Minority interest  (19)
Net loss(954)
Equity (840)
Interest bearing debt2,344
Other liabilities669

The figures for the first half of 2013 is largely influenced by the
establishment of 6 new offices world-wide and the hiring of the key team in
Aqualis Offshore. For further information about Aqualis Offshore, please
refer to the attached corporate presentation or the company's website

Rights Issue
In  order  to  secure  growth  capital  for  the  new  business  area,   while 
facilitating equal treatment of all  shareholders, the Board of Clavis  Pharma 
has proposed to carry out a new share issue of NOK 54 million, with preemptive
rights for shareholders of the Company (the "Rights Issue"). The subscription
price in  the  new  share issue  will  be  NOK 1.60  per  share.  Transferable 
subscription rights will be issued, and are expected to be 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 EGM. The Rights Issue  has 
been fully underwritten by the following shareholders of Clavis Pharma  and/or 
Aqualis Offshore; Strata Marine & Offshore AS (NOK 26.5m), Gross Management AS
(NOK 15.3m), AS Ferncliff (NOK 10.2m) and Anko Invest AS (NOK 2.0m).

Employee issue
The Board  of Clavis  Pharma would  like to  invite employees  in both  Clavis 
Pharma and Aqualis  Offshore to  subscribe to  an employee  issue of  up to  5 
million shares at NOK 1.60 per share, to be approved by the EGM. The employees
will have a lock-up period of 12 months on the employee issue shares.

Following the proposed acquisition and the Rights Issue, and assuming that the
shareholders of the Company will subscribe to  the Rights Issue on a pro  rata 
basis , the existing shareholders of Clavis Pharma will hold approximately 61%
of the  shares  in the  Company,  not including  Ferncliff's,  and  associated 
companies', consideration shares received from  the sale of Aqualis  Offshore. 
For further information on the Rights Issue, please refer to the call for  the 
EGM issued on 17 September, or the Company's website


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.


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: Clavis Pharma ASA via Thomson Reuters ONE
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