Eitzen Maritime Services ASA

1
Eitzen Maritime Services ASA

• Acquisition of Seven Seas Shipchandlers LLC
• MUSD 50 Private Placement

June 2008
2
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3
Acquisition summary and financing details

• Eitzen Maritime Services ASA (EMS) to acquire
  Seven Seas Shipchandlers LLC (Seven Seas)
• Seven Seas is the leading Middle East ship
  supplier
• MUSD 193 in 2007 turnover, EBITDA of MUSD 14.9
• Gross acquisition price of MUSD 115
• No interest bearing debt
• Large, modern warehouse with prime location in
  Dubai included in transaction
• Financing guarantee in place
• Private placement of MUSD 50 fully underwritten
  by
• Camillo Eitzen Co. ASA
• Senior bank debt of MUSD 50 provided by a
  consortium
• led by Nordea and Kauthing at LIBOR 3.25
• Two year sellers credit of MUSD 20 (non-interest
  bearing)
• Subsequent offering for EMS shareholders not
  invited to
• participate in the private placement
• EMS has an option to pay up to MUSD 5 of the
  gross
• acquisition price in shares

Pre transaction costs
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Transaction Summary

• Payment and delivery
• Time table
• Subscription period 12 June 23
  June 2008 1600 CET
• The company and the managers retain the right to
  cancel the placement and extend or reduce the
  subscription period
• Payment and delivery
• Payment/delivery on or about 27 June (t4)
• Camillo Eitzen Co. ASA will lend shares to
  subscribers in the private placement until New
  Shares are registered in VPS
• Shares tradable from or about 27 June

• Private Placement
• Capital requirement of approximately MUSD 115 in
  total,
• whereof MUSD 50 funded by bank debt and MUSD 20
  by
• sellers credit
• Private placement and documentation
• MUSD 50
• Fully underwritten by Camillo Eitzen Co. ASA at
  NOK 3.0 per New Share
• 65 of the private placement is intended for
  existing shareholders of which Camillo Eitzen
  Co. ASA will subscribe for its pro-rata share
• Minimum subscription/allotment NOK equivalent to
  EUR 50,000
• Documentation Investor presentation, term sheet
  and terms of
• application
• Issuer

• Subsequent Offering
• Details to be finalised depending on the Oslo
  Stock Exchange

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High growth through value enhancing acquisitions

• EMS goal is to become the leading global ship
  supply and ship management company through
  acquisitions
• The Seven Seas acquisition fits perfectly into
  EMS ship supply division and the long-term
  strategy of the company

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EMS Ship Supply
EMS Ship Management

• Supplier of food, equipment, spare parts and
  services to the shipping and offshore industry
  providing a good mix of products
• Located in 32 ports worldwide, with 500
  employees, serving 6 000 ships per year
• Strong coverage of Europe/Singapore and presence
  in the US
• 2007 proforma revenues of MNOK 1 225, EBITDA of
  MNOK 35 (before group management costs)
• Ship supply profitability driven by
• Global sales key account and cross region
  selling
• Increased customer base and new markets
• Procurement power
• Quick response and reliability
• Infrastructure common IT platform

• EMS provides full ship management, crew
  management, newbuilding project management and
  shipping agencies
• 120 vessels under full management and 235 vessels
  under crew management
• 430 employees on shore with a pool of almost 6
  000 skilled seafarers
• 2007 revenues of MNOK 162, EBITDA of MNOK 6
  (before group management costs)
• EMS Ship management has grown from local units
  to global business in recent years
• Ship management profitability driven by
• Cost effectiveness
• Operational efficiency and flexibility
• Competence sharing
• Access to experienced seafarers

88
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Revenue split (2007P)
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Global coverage secured through the acquisition
Obtaining a global footprint and creating
economies of scale and synergies gt Improved
profitability, growth, balance sheet and stock
market attractiveness
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A game changer for Eitzen Maritime Services
EMS 2007 figures is proforma incl. full-year of
Provimar earnings. 2007 EBITDA include
non-recurring restructuring charges of MNOK 27.9
Economies of scale Synchronizing product
portfolios, stocking and sourcing
Creating the leading global ship supplier
company Acquisition will result in a sales growth
close to 100 within EMS ship supply division
Accretive and favourable economics 2007
EV/EBITDA of 7.1 based on year-end 2007 figures
incl. property Earnings accretive from day one
High growth region
Closes an important geographical gap for
EMS Seven Seas is the dominant Middle East ship
supplier Reputed Dubai based company in a fast
growing shipping and logistics hub
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Seven Seas Shipchandlers among the most reputed
ship chandlers

• Started in 1986 by Mr. Freddy Sidhwa, age 63
• Impressive logistics operation built in a high
  growth area
• Management, organization and IT systems in place
• Prime location of high standard premises with
  major expansion potential
• Strong corporate structure with focus on details/
  precision
• Revenue of MUSD 193 in 2007
• Approx. 70 of revenues generated from food
  supplies
• UAE accounting for around 60 of revenues
• 60/40 split between military and commercial
  revenue
• Strong and competent management with track record
• Committed to continue after the transaction

10
Seven Seas facilities and regional sales
Dubai facilities (93.000 m2 land, 32.000 m2
buildings)
The worlds largest airport under construction
(120 mill passengers)
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Revenues split 60/40 between military and civil
Civilian sales mix (MNOK 377 in 2007)
Military sales mix (MNOK 751 in 2007)
12
Synergies expected from acquisition

• Increased presence - key account and cross region
  selling
• Commercial vessels
• Navy and military
• IT and operations
• Increased procurement power and reduced cost of
  goods

• Higher revenue
• Increased market share
• Lower cost of purchased goods
• HIGHER MARGIN RATIOS

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Positioning EMS as the biggest ship supplier
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Ship supply market
Global ship supplier market estimated to be BUSD
10-15
4-5 market share

• Underlying growth driven by expansion of merchant
  and offshore fleets
• New segments opening in navy and fishery
• Transparent markets with easy access to different
  ship suppliers prices terms
• Creates need for efficiency, purchasing power and
  optimal logistics sourcing supported by a
  fully integrated IT system
• Increased focus on global supplier
• Global presence important to serve shipping
  companies better
• Key account approach
• Consolidation likely to continue
• EMS incl. Seven Seas largest player with 4-5

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High growth region
Fundamentals in place to support 10 market
growth annually
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Summary and future ambitions

• EMS has become the definite leader in ship supply
• Acquisition gives strong presence in one of the
  worlds most dynamic and fast growing shipping
  regions
• Major leap towards the strategic goal of a global
  footprint
• Margins and earning boosted by the acquisition
• Favourable acquisition price
• Ship Supply EBITDA margin target has been 5 for
  EMS. Management will aim to lift total ship
  supply margins towards 7 as seen for Seven Seas
  recently.
• Organic growth expected around 10 annually
• Ship Management EBITDA margin target of 20
• Become 1 of 3 largest players within the ship
  management market

17
POTENTIAL RISK FACTORS- including but not
limited to

• Market risk
• Cyclicality and competition
• Geopolitical risks
• Financial risk
• Credit risk
• Tax risk
• Exchange rate risk
• Liquidity risk
• Interest rate risk
• Insurance
• Stock market risk
• Change of control
• Estimated impairment of goodwill
• Deferred tax assets and income taxes
• Provision for bad debt
• Pensions

Operational Labour relations Access to
personnel Integration Dependency on large
customers Other risks Potential dilution of
shareholders Environmental risks Limitation of
ability to make claims against the
Company following a share capital increase
Transfer restrictions Enforceability of civil
liabilities Exercise of voting rights for
nominee shareholders U.S. Shareholders and
certain other foreign shareholders may be
diluted if they are unable to participate in
future offerings
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Appendices
19
Main shareholders and share price performance

• 1) Eitzen and Board members 2) management

20
EMS corporate management

• Annette Malm Justad, CEO
• CEO since 1 April 2006. Previous experience as
  Vice President and Head of Purchasing in Yara
  International ASA, as Vice President/Fleet
  Manager in Norgas Carriers AS and in various
  technical and commercial positions in Norsk Hydro
  ASA.
• Director in Camillo Eitzen Co ASA, Aker
  American Shipping ASA and Petroleum Geo Services
  ASA
• Holds a Master in Technology Management from
  MIT/NTH and a Master in Chemical Engineering from
  NTH.
• Knut C. Abrahamsen, CFO
• CFO since August 2006. Previous experience as CFO
  in Unitor ASA and SVP Business Processes IT in
  Wilhelmsen Maritime Services AS. He has extensive
  experience in the Ship Service industry through
  various positions in Unitor in Norway and abroad.
  
• Holds a Bachelor of Science, Finance from
  University of Colorado
• Terje Ask-Henriksen, President EMS Ship Supply
• President EMS Ship Supply since May 2006.
  Previous experience as EVP of Nera ASA and head
  of Nera Satellite Communication. He has been MD
  of Elopak in Norway, as well as leading positions
  in Elcon Finance and Unitor Ships Service
• Director of Tower Plc., London and Oset
  Høyfjellshotel
• Holds degrees in Engineering and Economy
• Svein Eloff Pedersen, President EMS Ship
  Management
• President, EMS Ship Management since 1st February
  2007. Previous experience as MD of Thome Ship
  Management in Singapore, and has held senior
  management positions in the shipping industry
  including Managing Director of Barber Ship
  Management and Vice President at International
  Tanker Management Ltd.
• Brings with him 30 years of maritime experience,
  holds a degree in Electronics/Automation

21
EMS Board of Directors

• Axel C. Eitzen, Chairman
• CEO of Camillo Eitzen Co ASA and 4th generation
  owner through Eitzen Holding AS
• Re-established TE with 2 vessels on technical
  management after creditor control in 1983 through
  public listing of
• Camillo Eitzen Co ASA in 2004
• Eitzen Maritime Services ASA in 2006
• Eitzen Chemicals ASA in 2006
• Chairman BoD in EMS and ECHEM, chairman Executive
  Committee of Gard, director in Det Norske Veritas
• Nina Udnes Tronstad
• President of Aker Kvaerner's offshore yard
  at Verdal, Norway. She has long experience from
  Statoil latest as Executive Vice President HES,
  and as project director on Kristin field
  development project
• Director in Storebrand Livsforsikring AS, Aker
  Exploration ASA and Proneo
• Holds a degree in chemical engineering from NTH
• Mette Espedal
• Experience from Tandberg ASA, including finance,
  administrative management and human resources

22
EMS Board of Directors, continued

• Gunnar Reitan
• Executive chairman of Strata Marine Offshore
  AS. He has long experience from the SAS Group,
  Stockholm, the latest as executive vice president
  and deputy CEO until August 2007.
• Serves on the board of Strata Marine Offshore
  AS, Northern Logistic Property ASA, Leif Høegh
  Co Ltd, Spanair S.A.and Newco Airport Services
  S.A.
• Holds a degree in Business Administration from
  Trondheim Business School, Norway.
• Hilde Waaler
• Vice president of communications and public
  affairs in Seadrill ASA Previous experience from
  Smedvig and Fabritius Kommunikasjon.
• Holds a Bachelor of Science in journalism and
  public relations from University of Wyoming
• Naren Bhatt
• One of the founders and Joint Chairman of Supna
  Holdings (India) Pvt. Ltd.
• Has more than 30 years experience in the shipping
  industry with 16 years sailing experience on
  board vessels. Capt. Bhatt has since 1995, along
  with his partners, set up and operated various
  companies in India as joint ventures with the
  Eitzen Group, mainly involved in the provision of
  maritime services. Mr. Bhatt is an Indian citizen
  and resides in India.