OCEANTEAM ASA signs agreements with J. Ray McDermott subsidiary

Reference is made to the stock exchange notice on 14 September 2009 and 18 December 2009. Oceanteam ASA (?Oceanteam? or the ?Company?) has entered into a sale and purchase agreement with J. Ray McDermott (Norway), AS (?J. Ray?), a subsidiary of J. Ray McDermott, S.A., for  transfer of approximately 50% of the shares in North Ocean II AS ( ?NO II AS?) and approximately 50% of the partnership interests in North Ocean II KS (?NO II KS?)  from its wholly-owned subsidiary Oceanteam Shipping 102 AS and transfer of  75% of the shares in North Ocean V AS ( ?NO V AS?)  from its wholly-owned subsidiary Oceanteam Shipping 105 AS. North Ocean II AS and North Ocean II KS are the ship owning companies for CSV North Ocean 102, whereas North Ocean V AS is the ship owning company for CSV North Ocean 105 (to be built). As part of the transaction, Oceanteam and J.Ray have entered into shareholders agreements governing the relationship between Oceanteam and J.Ray as shareholders/limited partners in the aforementioned companies. In addition, affiliates of J. Ray have entered into a 5 year charter for the vessel CSV North Ocean 105 to be built at Metalships, Vigo Spain. The CSV North Ocean 105 new build project is subject to completing a Spanish Tax Lease structure for the vessel and ship financing. A five year charter of CSV North Ocean 102 will start upon redelivery of the vessel upon completion of the current ABB charter which is estimated to be in July 2010. As previously announced, Oceanteam is facing financial challenges and has for some time been working to restructure its business. The transaction should be regarded within this context and will help to improve the situation. However Oceanteam emphasizes that further action is needed to resolve the situation in full. Therefore efforts to fully restore Oceanteam?s financial position will continue. The share transfer transactions included a cash consideration of which significant parts are placed in escrow due to the uncertainty around Oceanteam. The transaction has created a book loss within Oceanteam Group.. Oceanteam has, as temporary measure until completion of the full documentation around the CSV North Ocean 105, which is expected to be completed first quarter 2010, a minority interest in the CSV North Ocean 102 with 43.65% in the NO II AS and 39.28% in the NO II KS. The NO II AS owns 10% of the NO II KS. When completing the full documentation on the CSV North Ocean 105, Oceanteam and J. Ray will be back to 45% interest in the NO II KS and 50% in the NO II AS. As part of the transaction J. Ray has been granted options to purchase the remaining shares in NO II AS and NO V AS, respectively, and the remaining partnership interests in NO II KS. The options are exercisable from the fifth anniversary of the completion of the transaction for the NO II KS and NO II AS as well as from the fifth anniversary of the delivery of the CSV vessel ?North Ocean 105? for the NO V AS. Furthermore, J. Ray?s right to exercise the options will be accelerated upon the occurrence of certain financial or change of control events, including events where (i) the shares of OT cease to be listed on the Oslo Stock Exchange and the shares of the acquirer of control are not listed on one of a specified group of stock exchanges or (ii) the acquirer of control is either a specified competitor of J.Ray or a person subject to certain U.S. legal restrictions. The options are generally exercisable at a price based on an enterprise value formula. The transaction involves NO II AS, NO II KS and NO V AS (the ?Target Companies?). NO II AS is a holding company whose only assets are partnership interests in NO II KS. NO II KS is a single purpose company owning the CSV vessel ?North Ocean 102?. NO V AS is a single purpose company party to a shipbuilding contract with Metalships, for the construction of the CSV vessel ?North Ocean 105?. The particulars of the Target Companies are as follows: (Please see table in attachment) Board of Directors: Chair man    (No Board of Directors, general partner North Ocean II AS is signatory)     Daniel Houser     Daniel Houser Board member        Ruud van der Steeg     Gary Brauchle Board member        Haico Halbesma    Haico Halbesma Board member        Gary Brauchle    John Rein Management (no employees):    (General partner North Ocean II AS carries out day-to-day management )     Gary Brauchle     Lee Taylor Neither of the Target Companies have any employees. There are no current, or anticipated, agreements with the management or the members of the Board of Directors of Oceanteam, any other company in the Oceanteam group or the Target Companies related to the transactions described herein. For more information:     www.oceanteam.no For further information about Oceanteam please contact: CEO    Haico Halbesma    +31.6.51409987  haico@oceanteam.nl CFO    Ruud van der Steeg    +31.6.23457194  ruud.vandersteeg@oceanteam.nl [HUG#1366636] OCEANTEAM ASA press release 22 Dec 2009: http://hugin.info/136936/R/1366636/334029.pdf