Vis børsmeldingen
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.
-ENDS-
For more information, please contact:
Investors:
Joachim Bjørni, Head of Investor Relations, Aker ASA
Tel: +47 924 22 106
E-mail: joachim.bjorni@akerasa.com
Media:
Atle Kigen, Head of Media Relations and Public Affairs, Aker ASA
Tel: +47 907 84 878
Email: atle.kigen@akerasa.com
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.
Important Information
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.
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 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.
Kilde
