SHLF: Update on recommended offer by ADES International Holding, Ltd. to acquire all outstanding shares of Shelf Drilling, Ltd. by way of a cash merger

16 Sep 2025 07:10 CEST

SHLF: Update on recommended offer by ADES International Holding, Ltd. to acquire
all outstanding shares of Shelf Drilling, Ltd. by way of a cash merger. Cash
consideration revised to NOK 18.50 per share and supported by 53.4% voting
commitments in favor of the merger.

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WOULD BE UNLAWFUL OR REQUIRE PRIOR APPROVAL

16 September 2025

Reference is made to the stock exchange announcement as of August 5, 2025,
regarding the merger agreement entered into between Shelf Drilling, Ltd. (“Shelf
Drilling” or the "Company"), ADES International Holding, Ltd. ("ADES") and ADES
International Cayman ("BidCo") (the "Proposed Merger").

The Company, ADES and BidCo have agreed on revised terms of the Proposed Merger
whereby the cash consideration is increased to NOK 18.50 (the "Revised Cash
Consideration") per share. This Revised Cash Consideration has received
irrevocable pre-commitments which, when including ADES’ stake, represents 53.4%
votes in favor of the Proposed Merger compared to 15.0% pre-commitments received
prior to the Proposed Merger announcement on August 5, 2025.

The Proposed Merger with the Revised Cash Consideration is unanimously
recommended by the board of directors of Shelf Drilling.

Following discussions with senior management of the Company and after careful
consideration of Shelf Drilling's current trading, jack-up market fundamentals
as well as USD 10 million upwards revised cost synergies estimate to USD 50-60
million on an annual basis (from previously announced USD 40-50 million), ADES
has increased its offer to the Revised Cash Consideration. The impact on the
overall Enterprise Value of the Company, payable by ADES, represents an increase
of approx. 6%.

All other terms of the Proposed Merger remain unchanged.

In addition to previous irrevocable commitments to vote in favor of the Proposed
Merger from Castle Harlan, Perestroika, the Company’s CEO, CFO and board members
which continue to apply, irrevocable commitments have now been provided by
additional shareholders, including China Merchants, Anchorage Capital Group and
Magallanes Value Investors, which combined with ADES’ 17.9% stake in the
Company, in total represents 53.4% of the outstanding shares in the Company.

In light of the revised merger consideration, the Company will convene and
indefinitely adjourn the extraordinary general meeting scheduled for today at
17:00 CET / 10:00am Cayman Islands time effectively cancelling this meeting. As
such, there will not be any separate announcement on the results of today's
extraordinary general meeting.

The Company will invite shareholders to a new extraordinary general meeting to
seek necessary shareholder approval of the Proposed Merger with the Revised Cash
Consideration. The meeting is expected to be held on or about October 6, 2025,
and a notice of the meeting is expected to be distributed as soon as
practicable.

The transaction timetable remains unchanged as per the Company and ADES joint
announcement on August 5, 2025, with closing expected to occur in Q4 2025.

Advisors
SpareBank 1 Markets is acting as sole financial advisor and Schjødt and Maples
Group are acting as legal advisors to ADES. Evercore is acting as sole financial
advisor and Advokatfirmaet Thommessen AS, Conyers and Latham & Watkins LLP are
acting as legal advisors to Shelf Drilling.

Contact information:

ADES:
Hussein Badawy
CFO
Email: hussein.badawy@adesgroup.com

Shelf Drilling:
Douglas Stewart
CFO
Email: douglas.stewart@shelfdrilling.com


About ADES:
ADES Holding Company, headquartered in Al Khobar in the Kingdom of Saudi Arabia,
is a global drilling services provider. The Company has over 8,000 employees and
a fleet of 90 rigs across 13 countries, including 40 onshore drilling rigs, 48
jack-up offshore drilling rigs, one jack-up barge, and one mobile offshore
production unit (“MOPU”).

For more information, visit https://investors.adesgroup.com/
For investor relation inquiries, please contact:
investor.relations@adesgroup.com

About Shelf Drilling:
Shelf Drilling is an international shallow water offshore drilling contractor
with rig operations across the Middle East, Southeast Asia, India, West Africa,
the Mediterranean and the North Sea. Shelf Drilling was founded in 2012 and has
established a strong reputation within its industry for its fit-for-purpose
strategy and close working relationship with industry leading clients. The
Company is incorporated under the laws of the Cayman Islands with corporate
headquarters in Dubai, United Arab Emirates. The Company is listed on the Oslo
Stock Exchange under the ticker “SHLF”.

Additional information about Shelf Drilling can be found at
www.shelfdrilling.com.


Important notices

This announcement is not and does not form a part of any offer to sell, or
solicitation of an offer to purchase, any securities. The distribution of this
announcement and other information may be restricted by law in certain
jurisdictions. Copies of this announcement are not being made and may not be
distributed or sent into any jurisdiction in which such distribution would be
unlawful or would require registration or other measures. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about and to observe any such restrictions.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company and ADES believe that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company and ADES do not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities.

The announcement has not been reviewed or approved by any regulatory or
supervisory authority.

The announcement contains financial information which may not have been audited,
reviewed or verified by any independent accounting firm. The inclusion of such
financial information shall not constitute a representation or warranty by any
person as to the accuracy or completeness of such information and shall not be
relied upon when making an investment decision.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Kate Weir, Associate General Counsel & Corporate
Secretary at Shelf Drilling, on 16 September 2025 at 07:10 CEST.

More information:
Access the news on Oslo Bors NewsWeb site

655433_Shelf Drilling, Ltd. - Announcement - Revised Terms.pdf