Merger plan signed with Lundin Energy
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice published by Aker BP ASA (“Aker BP”) on 21 December 2021 whereby it announced that Aker BP and Lundin Energy AB (“Lundin Energy”) had entered into a transaction agreement pursuant to which Aker BP and Lundin Energy have agreed to combine parts of Lundin Energy’s business operations with Aker BP through a statutory cross-border merger (the “Merger”) between Aker BP and a newly established Swedish public limited liability company currently wholly-owned by Lundin Energy (the “Target”). At the time of completion of the Merger, the Target shall consist of inter alia all of Lundin Energy’s oil and gas related assets.
Lundin Energy’s shares in Target will be distributed to the shareholders of Lundin Energy by way of a so-called Lex Asea dividend, where each share in Lundin Energy will be entitled to one share in Target, upon which Target will merge with Aker BP and Target shareholders will receive a combination of shares in Aker BP, in the form of Swedish Depositary Receipts, and cash as merger consideration.
Aker BP and Target have now entered into a merger plan for the Merger pursuant to the terms of the transaction agreement. The merger plan including appendixes can be found here:
- Merger plan
- Appendix 1 – Articles of Association
- Appendix 2 – Assets and Liabilities
- Appendix 2.1 – Balance Sheet
- Appendix 2.2 Lundin Energy AB Q4 Report
- Appendix 3 – Aker BP Annual Accounts 2018
- Appendix 4 – Aker BP Annual Accounts 2019
- Appendix 5 – Aker BP Annual Accounts 2020
- Appendix 6 – Aker BP Interim Report Jan – June 2021
- Appendix 7 – Lundin Energy MergerCo Board Report
- Appendix 8 – Aker BP Board Report
- Appendix 9 –
- Appendix 10 – Statement by KPMG
About the Combined Company
The combination of Aker BP and Lundin Energy unites two highly successful Exploration & Production (“E&P”) companies which have both been instrumental in the development of the Norwegian Continental Shelf (“NCS”) for more than a decade.
The Combined Company will be the second largest oil and gas producer on the NCS, with a combined oil and gas production of approximately 400,000 barrels of oil equivalent per day, and a global leader in the E&P sector with regard to low cost and low emissions. The company will be the operator of six major production hubs on the NCS in addition to being the second largest owner of the giant Johan Sverdrup oil field.
The Combined Company will be uniquely positioned for profitable growth through participation in major new field development projects like NOAKA, Wisting and Valhall NCP/King Lear, as well as continued field development activities around the company’s existing assets.
Key Terms of the Merger
As merger consideration, Target’s shareholders, who will be identical to the shareholders of Lundin Energy immediately after the Lex Asea dividend, will receive as merger consideration a cash amount in SEK corresponding to USD 7.76 at the average exchange rate established by the WM/Refinitiv Spot (Bloomberg code: WMCO) across the ten business days preceding the third business day prior to implementation of the Merger plus 0.95098 shares in Aker BP, in the form of Swedish Depository Receipts, for each share in Target outstanding as at completion of the Merger. Aker BP will only distribute whole Swedish Depositary Receipts and the consideration will for each shareholder be rounded down to the nearest whole number. The net consideration for excess fractions will be paid in cash.
Completion of the Merger is subject to inter alia, approval by the shareholders of each of Aker BP and Lundin Energy at their respective general meetings, which are currently expected to be held in March and April 2022, as well as approval from relevant authorities. Aker Capital AS and BP Exploration Operating Company Ltd, together representing 65.0 percent of the capital and votes in Aker BP, and Nemesia s.a.r.l., representing 33.4 percent of the capital and votes in Lundin Energy, support the Merger and have undertaken to vote to approve the Merger at the respective companies’ general meetings. In addition, Aker Capital AS, BP Exploration Operating Company Ltd and Nemesia s.a.r.l. have undertaken to not transfer, sell, pledge or lend or acquire any shares or rights to shares in either Lundin Energy or Aker BP, or any cash settled financial instruments for which such shares are the underlying security, until such time which is six months following either the implementation of the Merger or until such time when the Merger has been withdrawn.
Completion of the Merger will not be subject to any financing condition.
Further information about the merger and the combined company will be made available in a prospectus exemption document (the «Exemption Document») to be published by Aker BP on or about 9 March 2022.
Following completion of the Merger, the shares in the combined company will continue to be listed on Oslo Børs.