Aker ASA: Aker BP acquires Lundin Energy’s oil and gas business
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 Aker BP ASA’s (“Aker BP”) merger announcement today regarding the agreement with Lundin Energy AB (“Lundin Energy”) to acquire Lundin Energy’s oil and gas related activities, through a statutory merger, to create the E&P company of the future. The company will be the largest listed E&P company focused exclusively on the Norwegian Continental Shelf (“NCS”). Aker ASA (“Aker”), BP Exploration Operating Company Ltd (“BP”) and Nemesia S.á.r.l (“Nemesia”) (Lundin family) will be the three main shareholders.
Aker is the main shareholder in Aker BP with a 37.14 per cent ownership, held through its wholly owned subsidiary Aker Capital AS. After the merger is completed, Aker BP will be jointly owned by Aker (21.2 per cent), BP (15.9 per cent), Nemesia (14.4 per cent), and other Aker BP and Lundin Energy shareholders (48.6 per cent). The transaction will be settled through a cash consideration of USD 2.22 billion and a share consideration of 271.91 million new shares issued from Aker BP and distributed to the Lundin Energy AB shareholders. Aker, BP and Nemesia (Lundin family) have undertaken a 6-month lock-up on their Aker BP shares from closing and give irrevocable voting undertakings in favour of the merger.
“In 2016 we created Aker BP together with BP when we combined Det norske and BP Norge. We have always admired Lundin Energy both as a partner and as a highly capable operator on the Norwegian Continental Shelf with world class assets, like their 20 per cent participating interest in Johan Sverdrup. Already when we created Aker BP, a subsequent acquisition of Lundin Energy was a vision shared between BP and Aker. Today the vision has become a reality. We are seizing an opportunity that will make a difference for both Aker and Norway for decades to come,” said Øyvind Eriksen, President and CEO of Aker, and Chairman of Aker BP.
The merger of Aker BP and Lundin Energy unites two highly successful E&P companies which have both been instrumental in the development of the NCS for more than a decade. The merged company will be positioned as the undisputed number two on the NCS, with a combined oil and gas production of above 400,000 barrels of oil equivalents per day and a resource base estimated to 2.7 billion barrels of oil equivalents. The enlarged Aker BP will be the operator of six major production hubs and will in addition be the second largest owner of the giant Johan Sverdrup oil field. The merged company will be a globally leading E&P company with regard to low cost and low emissions.
“The collaboration with BP has been outstanding from day one. We are grateful for their significant contribution to the success of Aker BP. Our mutual strategic interests have also provided opportunities to expand our strong relationship into new areas, including digitalization, offshore wind, and oil services. Now we are welcoming the Lundin family (through Nemesia S.á.r.l) as fellow shareholders in Aker BP. Ashley Heppenstall is joining as a new Lundin-nominated board member. We are looking forward to a long-term collaboration with both BP and Lundin based on a shared ambition of developing and positioning the enlarged Aker BP as the E&P company of the future. Our strengths remain: an excellent workforce, low production cost, low emissions, high growth, a strong balance sheet and an attractive dividend policy. The shareholding in Aker BP is the most valuable asset in the Aker portfolio and will continue to be a core part of our industrial holdings long term,” said Eriksen.
“We welcome and support this proposed acquisition, which will strengthen and significantly enhance the long-term future of Aker BP and our continuing relationship with Aker. The combination of Aker BP and Lundin Energy’s Norwegian oil and gas business will create a world-scale independent oil and gas company with a leading position in very high-quality, resilient resources with best-in-class CO2 emissions intensity. As long-term investors in Aker BP, we are excited about the prospects for the new enlarged company,” said Bernard Looney, Chief Executive Officer of BP.
The transaction is subject to extraordinary general meeting approval in Aker BP and subject to annual general meeting approval in Lundin Energy and regulatory approvals. Completion is targeted in the second quarter of 2022.
For more information, please contact:
Joachim Bjørni, Head of Investor Relations, Aker ASA
Tel: +47 924 22 106
Atle Kigen, Head of Media Relations and Public Affairs, Aker ASA
Tel: +47 907 84 878
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 17 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Laila Hop, Paralegal, Aker ASA, on December 21, 2021 at 15:29 CET.
For the purposes of this disclaimer, “this press release” means this document, its contents or any part of them, any oral presentation, any question and answer session and any written or oral materials discussed or distributed therein. This communication does not constitute notice to a general meeting or a merger document, nor shall it constitute an offer to sell or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any decision with respect to the proposed statutory merger of Aker BP and Lundin Energy, a newly established Swedish public limited liability company currently wholly-owned by Lundin Energy in accordance with the Norwegian Companies Act and the Swedish Companies Act (the “Merger”) should be made solely on the basis of information to be contained in the actual notices to the general meetings of Aker BP and Lundin Energy, as applicable, and the merger document related to the Merger as well as on an independent analysis of the information contained therein. You should consult the merger document, which will be available prior to the general meeting of shareholders at which the matters set out herein will be subject to vote, for more complete information about the Merger. You should also perform an independent analysis of the information contained therein and the merger document when making any investment decision.
This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of each respective company or the combined company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Although managements of each respective company believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, no assurance is given that such forward-looking statements will prove to have been correct. You should not place undue reliance on forward-looking statements. They speak only as at the date of this press release and neither Aker ASA, Aker BP nor Lundin Energy undertakes any obligation to update these forward-looking statements. Past performance of Aker BP and Lundin Energy does not guarantee or predict future performance of the combined company. Moreover, Aker ASA, Aker BP, Lundin Energy and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation. Additionally, there can be no certainty that the Merger will be completed in the manner and timeframe described in this press release, or at all.
The offer relating to the Merger is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland (the “Excluded Jurisdictions”) or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of the Excluded Jurisdictions, and the offer relating to the Merger cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, the Excluded Jurisdictions. Accordingly, this press release or any documentation relating to the Merger are not being and should not be sent, mailed or otherwise distributed or forwarded in or into the Excluded Jurisdictions.
This press release is not being, and must not be, sent to shareholders with registered addresses in the Excluded Jurisdictions. Banks, brokers, dealers and other nominees holding shares for persons in the Excluded Jurisdictions must not forward this press release or any other document received in connection with the Merger to such persons.
The information made available in this press release is not an offer of Aker BP shares to be issued in the Merger, if approved, or any solicitation of votes in connection with the Merger. The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
The information made available in this press release does not constitute an offer of or an invitation by or on behalf of, Aker ASA, Aker BP or Lundin Energy, or any other person, to purchase any securities.
The offer relating to the Merger and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.