OCEANICA LUX Announces Final Results of Its Cash Tender Offer of Any and All Outstanding 13.000% Senior Secured Notes Due 2029 and Associated Consent Solicitation

(ISIN Nos. US67525AAA07 / USL7151AAA45 /CUSIP NOS. 67525A AA0 / L7151A AA4)

Luxembourg, May 20, 2026 (GLOBE NEWSWIRE) -- OCEANICA LUX, a private limited liability company (société à responsabilité limitée) incorporated under the laws of Grand Duchy of Luxembourg, with its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B288140, (“Oceanica” or the “Company”), announced today the final tender results in connection with its previously announced offer to purchase for cash any and all outstanding 13.000% Senior Secured Notes due 2029 issued by Oceanica (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 20, 2026 (the “Offer to Purchase”) for the consideration described below (the “Tender Offer”) as amended on May 5, 2026. All capitalized terms used herein but not defined in this announcement have the respective meanings ascribed to them in the Offer to Purchase.

The Expiration Date for the Tender Offer and the Consent Solicitation was 5:00 p.m., New York City time, May 20, 2026 (the “Expiration Date”). According to information received from D.F King & Co., Inc, the tender and information agent for the Tender Offer (the “Tender and Information Agent”), after 5:00 p.m., New York City Time on May 1, 2026 (the “Early Tender Date”) but at or prior to the Expiration Date, US$18,050,000 in aggregate principal amount of the Notes, or approximately 3.44% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.

Together with the Notes validly tendered and not withdrawn at or prior to the Early Tender Date, a total of U.S.$496,802,000 in aggregate principal amount of the Notes, or approximately 94.63% of the outstanding Notes were validly tendered pursuant to the Tender Offer.

Holders who validly tendered their Notes after the Early Tender Date but at or prior to the Expiration Date in the manner described in the Offer to Purchase will be eligible to receive the applicable Tender Offer Consideration, plus any Accrued Interest, on the Final Settlement Date (as defined below), but not the Early Tender Payment Consideration. Payment for Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date and accepted for purchase will be made on the final settlement, which is expected to occur on May 22, 2026 (the “Final Settlement Date”).

The following table summarizes certain payment terms of the Tender Offer and Consent Solicitation:

The terms and conditions of the Tender Offers are described in the Offer to Purchase, as amended by the Company’s press release dated as of May 5, 2026.

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn, subject to compliance with applicable law. The Issuer reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offer, (ii) extend or terminate the Tender Offer or (iii) otherwise amend the Tender Offer or Consent Solicitation in any respect. Holders that tender their Notes (and do not validly withdraw such tender) prior to any such waiver, extension or amendment will be deemed to have tendered their Notes to the Tender Offer as so waived, extended or amended. In the case of clauses (i) through (iii) above, the Issuer does not intend to reinstate withdrawal rights, subject to applicable law.

The Tender and Information Agent for the Tender Offer and Consent Solicitation is D.F. King & Co., Inc. To contact the information and tender agent, banks and brokers may call +1 (646) 650-3771, and others may call U.S. toll-free: +1 (866) 356-6140 or email oceanica@dfking.com.

Any questions or requests for assistance or for copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.

This press release does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and Solicitation are made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement, and the information in this press release is qualified by reference to the Offer to Purchase and Consent Solicitation Statement. None of Oceanica, the Guarantors, the Dealer Managers and Solicitation Agents or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer and Solicitation.

About Oceanica

For 48 years, Oceanica has been providing technological solutions for subsea engineering and for the inspection, maintenance and repair of subsea structures, aiming to ensure the integrity of its clients’ assets and safeguard the environment and the lives involved. Oceanica operates by offering support services for oil and gas exploration and production, with the vast majority of its services related to production, or E&P, operations on the Brazilian coast, also known as offshore exploration. Through its services, Oceanica focuses on its clients’ activities and on extending the lifespan of their assets, while mitigating environmental risks.

Contact

Investor Contact: ri@oceanica.com.br

Cautionary Statement on Forward-Looking Statements

Statements in this press release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which are subject to risks and uncertainties. Forward-looking statements often are proceeded by words such as “believe,” “anticipate,” “continue,” “expect,” “estimate,” “intend,” “likely,” “will,” “may,” “might,” “assume,” “could,” “seek,” “aim,” “should,” “intend,” “plan,” “potential” and other variations, as well as similar words, are intended to identify estimates and forward-looking statements. The forward-looking statements contained herein include statements about Oceanica’s Tender Offer and Consent Solicitation. These expectations may or may not be realized. Some of these expectations may be based upon assumptions or judgments that may be proven to be incorrect. In addition, several significant factors, many of which are beyond the Oceanica’s control, may adversely affect Oceanica’s current estimates and forward-looking statements, and whether these estimates or statements may be realized and can materially affect the financial condition results of operations and cash flows of Oceanica. Some of the factors could cause future results to materially differ from recent results.

The forward-looking statements are made only as of the date hereof, and Oceanica does not undertake any obligation to (and expressly disclaims any obligation to) update any forward-looking statements to reflect events or circumstances after the date such statements were made, or to reflect the occurrence of unanticipated events. In light of the risks and uncertainties described above, and the potential for variation of actual results from the assumptions on which certain of such forward-looking statements are based, investors should keep in mind that the results, events or developments disclosed in any forward-looking statement made in this document may not occur, and that actual results may vary materially from those described herein, including those described as anticipated, expected, targeted, projected or otherwise.

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