Aker BP acquires Lundin Energy’s oil and gas business

The E&P company of the future

Reference is made to the merger announcement regarding the agreement with Lundin Energy AB (“Lundin Energy”) where Aker BP ASA (“Aker BP”) is 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 purely on the Norwegian Continental Shelf (“NCS”). The transaction values the acquired assets to approximately NOK 125 billion.

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, to create the E&P company of the future.

The proposed combination has strategic, and value accretive benefits and the combined company will be characterized by increased scale, world-class quality, and high returns:

• High cash flow through the cycle with capacity to pay an increasing dividend
• Potential to realise operational synergies of up to USD 200 million per year
• Low operating costs and one of the lowest carbon intensities of any E&P company
• Resource base of 2.7 billion barrels of oil equivalents with significant growth potential
• Estimated production in 2022 above 400 mboepd
• An attractive pipeline of development projects with low break-evens with potential to grow production above 500 mboepd by 2028
• Credit accretive through enhanced balance sheet resilience and increased scale
• Ability to deploy digital technologies and alliance models to further strengthen operations and further reducing the company’s carbon footprint

Aker BP today also announces an increase in the current quarterly dividend by 14 percent to USD 0.475 per share from January 2022. It is further proposed that the Combined Company will continue to pay this increased dividend, and has an ambition to further increase this dividend by a minimum of 5% per annum from 2023 onwards at oil prices above 40 $/bbl.

Øyvind Eriksen, Karl Johnny Hersvik and David Tønne will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of Aker BP, respectively. Ashley Heppenstall is joining as a new Lundin-nominated board member.

“We are now creating the E&P company of the future which will offer among the lowest CO2 emissions, the lowest cost, high free cash flow and the most attractive growth pipeline in the industry, with a high dividend capacity combined with a strong Investment Grade credit rating. We know the Lundin organisation well and we are convinced that we will make an even better Aker BP together,” said Karl Johnny Hersvik.

“In 2016 we created Aker BP together with BP when we combined Det norske and BP Norge. We then shared a vision of a subsequent acquisition of Lundin Energy. Today the vision has become a reality. We are grateful for the relationship with BP and their significant contribution to the success of Aker BP. Now we are welcoming Lundin family (through Nemesia) as fellow shareholders in Aker BP. We are looking forward to a long-term collaboration with both BP and Lundin based on a shared ambition of developing the E&P company of the future. 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 Øyvind Eriksen, Chairman of Aker BP.

After the merger is completed, Aker BP will be jointly owned by Aker (21.2 per cent), BP (15.9 per cent), Nemesia S.á.r.l (“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 shares consideration of 271.91 million new shares issued from Aker BP and distributed to the Lundin Energy AB shareholders. Aker, BP and Nemesia have undertaken a 6-month lock-up on their Aker BP shares from closing and give irrevocable voting undertakings in favour of the merger.

Investor contacts:
Kjetil Bakken, VP Corporate Finance and Investor Relations, tel.: +47 91 889 889
Jørgen Torstensen, Senior IR Professional, tel.: +47 95 48 37 07

Media contacts: 
Tore Langballe, VP Communications, tel.: +47 907 77 841
Ole-Johan Faret, Press Spokesman, tel.: +47 402 24 217

About Aker BP:
Aker BP is an independent E&P company with exploration, development and production activities on the Norwegian Continental Shelf. Aker BP is the operator of Alvheim, Ivar Aasen, Skarv, Valhall, Hod, Ula and Tambar. The company is also a partner in the Johan Sverdrup field. Aker BP is headquartered at Fornebu, Norway, and is listed on the Oslo Stock Exchange under the ticker ‘AKRBP’. More about Aker BP at www.akerbp.com.

About Lundin Energy:
Lundin Energy is an experienced Nordic oil and gas company that explores for, develops and produces resources economically, efficiently and responsibly. We focus on value creation for our shareholders and wider stakeholders through three strategic pillars: Resilience, Sustainability and Growth. Our high quality, low cost assets mean we are resilient to oil price volatility, and our organic growth strategy, combined with our sustainable approach and commitment to decarbonisation, firmly establishes our leadership role in a lower carbon energy future. (Nasdaq Stockholm: LUNE). For more information, please visit us at www.lundin-energy.com. 

This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Disclaimers:
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the English version shall prevail. 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 an Extraordinary 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 (“Aker BP”) and Lundin Energy (“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 Extraordinary 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 Extraordinary 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 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 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. 

Excluded jurisdictions
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 Switzerland, or the United States (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 Offer 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. 

This press release is not an offer of Aker BP shares to be issued in the merger is 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. 

This press release does not constitute an offer of or an invitation by or on behalf of, 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.