ADES Holding Company announces the latest development on the signing of the Transaction Agreement to acquire all issued and outstanding shares of Shelf Drilling, Ltd. Cash consideration revised to NOK 18.50 per share and supported by 53.4% voting commitments in favor of the 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.

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