In the proposed transaction, it is intended that Lindsay Goldberg will acquire a 49% interest in Odfjell Terminals B.V. (“OTBV”), the holding company for substantially all of Odfjell’s tank terminals activities, and that subsequently all remaining tank terminals activities outside of OTBV will be included in OTBV (with the exception of two minority investments). It is further intended that the assets in the existing joint venture will ultimately be fully owned by OTBV.

In exchange for a 49% share in OTBV, Lindsay Goldberg will contribute its 49% share of the existing joint venture as well as a cash contribution to OTBV of approximately USD 226 million, subject customary closing balance sheet adjustments. The transaction values Odfjell’s tank terminals business outside of the existing joint venture at approximately 10x 2012E EBITDA.

The proposed transaction will significantly increase the capitalization of OTBV and will enable us to jointly execute on an ambitious and accelerated growth strategy within tank terminal business. Odfjell is currently developing a new tank terminal facility in Charleston, South Carolina and is expanding its existing facility in Houston, Texas. Odfjell was also selected to evaluate the development of a new bulk liquids terminal facility in Le Havre, France. Odfjell also sees tremendous growth opportunities in China, where Odfjell is currently working on several new projects totaling approximately 2 million cbm of new tank storage capacity. In addition, Odfjell is evaluating several interesting new projects in India, the Middle-East, Africa and South America.

The rationale behind the expanded partnership is to capitalize on these growth opportunities by establishing a strong platform for further investments and consolidation. Odfjell considers Lindsay Goldberg to be a strong and reliable long-term partner who can help fund its ambitious growth plans and build a large independent tank terminals company with a global presence.

President and CEO of Odfjell, Jan A. Hammer, says:

“The proposed transaction follows the success of our existing joint venture with Lindsay Goldberg where Lindsay Goldberg has proven itself as a long-term oriented partner with a strong dedication to developing and creating value for our business. Our greenfield projects in China are significant in size and scope and we are confident that together with Lindsay Goldberg we can accelerate the development of these projects.”

The proposed transaction is subject to confirmatory due diligence, negotiation and execution of definitive documentation and customary closing conditions.

DNB Markets is acting as financial advisor to Odfjell as part of the proposed transaction.