First Reserve Corporation to Acquire CHC Helicopter Corporation for Canadian $3.7 Billion in Largest-Ever Oilfield Services Buyout

Market Wire, February, 2008

CHC Helicopter Corporation ("CHC") (TSX: FLY.A)(TSX: FLY.B)(NYSE: FLI), the world's largest provider of helicopter services to the global offshore oil and gas industry, and First Reserve Corporation, the leading private equity firm that specializes in the energy industry, today announced that a fund managed by First Reserve has entered into an agreement to acquire CHC.

CHC and First Reserve believe that the all-cash transaction, which values the company at an adjusted enterprise value of Canadian $3.7 billion, is the largest-ever buyout in the oilfield services industry.

CHC's Chairman of the Board, Mark Dobbin commented, "I'm glad to see that First Reserve recognized the value that was created in CHC over the years, and was able to translate that value into a fair offer for all shareholders. I'm also very pleased to see that First Reserve will carry on CHC's legacy of entrepreneurship, as it builds upon CHC's position as a world class helicopter company."

"This partnership will help us realize our growth potential," said Sylvain Allard, President and Chief Executive Officer of CHC. "First Reserve is an investment company with deep knowledge of the energy industry and views CHC as a great investment platform. First Reserve has strong conviction in the merits of the strategy that has led to CHC's success and will work in partnership with us to continue to execute that same plan and achieve our long-term objectives."

Added Mark McComiskey, Managing Director of First Reserve Corporation, "CHC is an extraordinary company. The European and global leader in oil and gas and search and rescue helicopter services, with the world's largest independent helicopter support business, CHC has a worldwide footprint, the best safety record in the industry and a dynamic management team executing an exciting growth strategy."

Under the terms of the transaction, an affiliate of the First Reserve fund will acquire all outstanding Class A Subordinate Voting Shares and all of the outstanding Class B Multiple Voting Shares of CHC for Canadian $32.68 per Class A Share and Class B Share for an aggregate consideration of approximately Canadian $1.5 billion. Following completion of the transaction CHC's Class A shares and Class B shares will be de-listed and no longer traded publicly. CHC's headquarters will remain in Vancouver, Canada.

The board of directors of CHC has unanimously approved the entry by CHC into the agreement and recommends that shareholders vote in favour of the transaction.

Merrill Lynch Canada Inc. and Scotia Capital are financial advisors to CHC. Ogilvy Renault LLP and DLA Piper USA LLP are legal counsel to CHC. Simpson Thacher & Bartlett LLP, Blake, Cassels & Graydon LLP and Slaughter and May are legal counsel to the First Reserve fund.

Notes on Terms of the Transaction

The transaction will be completed through a plan of arrangement under the provisions of the Canada Business Corporations Act, subject to the approval of the Supreme Court of British Columbia. Shareholders will be asked to approve the transaction at a special meeting of shareholders, to be called as directed by the Court. Details of the special meeting will be announced shortly. It is anticipated that a proxy circular will be prepared and mailed to shareholders in the month of March providing shareholders with important information about the transaction. Shareholders are urged to read the proxy circular once it is available.

The transaction will require the approval of two-thirds of the votes cast by holders of outstanding Class A Shares (1 vote per share), Class B Shares (10 votes per share) and ordinary shares (1 vote for every 10 shares), voting together as a single class. In addition, the transaction will require the approval of a majority of the Class A Shares, Class B Shares and Ordinary Shares, each voting as a separate class, and in each case excluding shares owned or over which control or direction is exercised by an "interested party" (as defined under applicable securities laws), which term includes certain members of management of CHC who may invest in an affiliate of the First Reserve Fund.

Completion of the transaction is subject to certain conditions, including obtaining approvals or confirmations from certain European aviation regulatory authorities as well as the Canada Transportation Agency regarding the granting or maintaining of required licenses and permits following completion of the transaction. The transaction will also be subject to a number of other customary conditions, including obtaining approval under the Investment Canada Act. The transaction is not subject to any financing condition.

CHC has been advised that the Estate of the late Craig L. Dobbin has entered into an agreement with the purchaser to vote the shares of CHC owned by the Estate in favour of the transaction and to otherwise support its completion, subject to the terms and conditions of such agreement. The Estate holds securities of CHC representing approximately 14%, 95% and 100%, respectively, of the outstanding Class A Shares, Class B Shares and ordinary shares respectively. The sole executor of the Estate is Mark D. Dobbin, the Chairman of CHC. Neither Mr. Dobbin nor the Estate will be entitled to invest in the affiliate of the First Reserve Fund and Mr. Dobbin will not be employed by CHC, the purchaser or any affiliate thereof.