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SECURITIES DESCRIBED HEREIN.
Sandnes, Norway, 21 July 2026: Vår Energi ASA (OSE: VAR, “Vår Energi”, “the
Company”) and BlueNord ASA (OSE:BNOR, “BlueNord”) have agreed on a combination
of its businesses, making Vår Energi the largest independent producer of oil and
gas in Europe. The transaction adds high-quality and long-life assets on the
Danish Continental Shelf (“DCS”) with stable long-term production and limited
near term investments, supporting resilient cash generation, strengthening Vår
Energi’s long-term dividend capacity and the position as a reliable and secure
supplier of energy to Europe.
The DCS is an attractive offshore basin with a stable and supportive fiscal
regime and strong geological and operational similarities to the Norwegian
Continental Shelf (“NCS”), and Vår Energi’s existing assets in the North Sea.
The boards of directors of both Vår Energi and BlueNord have approved the
proposed transaction and consider it to be in the best interests of each company
and their respective shareholders. The transaction will be executed by Vår
Energi establishing a new subsidiary which will be merged with BlueNord ASA.
BlueNord shareholders will as a merger consideration, receive 248.4 million new
Vår Energi shares and NOK 1,964 million (USD 204 million) in cash; equating to
9.7153 shares in Vår Energi and NOK 76.83 in cash as consideration for each
share held in BlueNord.
The transaction will strengthen Vår Energi with increased scale, cash generation
and dividend capacity, while providing both Vår Energi and BlueNord shareholders
with continued exposure to future value creation through ownership in Vår
Energi.
Transaction highlights of the combined entity
Increased scale, cash generation and shareholder returns from the combined
portfolio:
-
Long-term production around 450 thousand barrels of oil equivalents per day
(kboepd)
-
Approximately 2.4 billion boe of reserves and resources[1]
-
Reserves and resource life of approximately 15 years[2]
-
Balanced oil and gas production mix maintained at around 65%/ 35%
-
Access to two new gas delivery points to the European market, Nybro and Den
Helder
-
Maintained low operating costs of approximately USD 10-11 per boe
-
Continued top quartile emissions intensity of approximately 10 kg CO? per
boe
-
Increased free cash flow generation and dividend capacity
-
Maintained investment grade credit profile and strengthened balance sheet
-
Proved and probable (2P) reserves, plus contingent resources (2C)
-
Estimated number of years that the combined reserves and resources will last
based on combined guided 2026 production for Vår Energi and BlueNord
Vår Energi expects the transaction to be accretive on a per share basis to
production, reserves, cash flow from operations and free cash flow, while
increasing dividend capacity over time. The Company remains committed to its
long-term dividend policy of distributing 25-30% of cash flow from operations
after tax over the cycles.
As a result of the expected value creation from the transaction, Vår Energi
intends to increase the dividend for the second quarter of 2026 to USD 350
million[3]. The second quarter dividend will be paid exclusively to existing Vår
Energi shareholders. Vår Energi also intends to distribute a dividend of USD 350
million for the third quarter of 2026 to the shareholders of the combined
company. Should the transaction complete after the record date for the third
quarter dividend, the cash consideration payable to BlueNord shareholders will
be adjusted to compensate for the value of the third quarter distribution and
any potential further distribution prior to closing. BlueNord’s second quarter
dividend, announced on 9 July 2026, will be paid to BlueNord shareholders of
record in accordance with the announced terms. No further dividends will be
declared by BlueNord prior to completion of the transaction.
Vår Energi expects accumulated post-tax synergies of USD 250-300 million for the
2027-2032 period, driven in large by reduced financing costs, reduced overhead
costs and offering access to the Company’s investment grade rated balance sheet.
The combined portfolio also offers further material upside through the continued
de-risking and development of 2C contingent resources.
Nick Walker, Chief Executive Officer of Vår Energi, comments:
"This transaction marks a significant milestone in Vår Energi’s growth journey,
creating the largest independent producer of oil and gas in Europe with a long
-term production target of approximately 450 thousand barrels per day and
reinforcing our role as a reliable and secure supplier of energy to Europe.
As Vår Energi continues to grow it is a natural evolution of our strategy to
step outside of Norway, and Denmark offers a low risk, stable operating and
fiscal regime, with similar characteristics to the NCS. BlueNord brings high
-quality, long-life assets on the Danish Continental Shelf with stable
production, limited near-term investments and strong cash flow generation.
Together, we are creating a stronger, more diversified company with increased
scale, resilience and cash generation. The combination increases production,
reserves and resources, underpinning our ability to deliver long-term value to
our shareholders and we look forward to welcoming BlueNord’s shareholders to Vår
Energi’s enlarged shareholder base."
Carlo Santopadre, Chief Financial Officer of Vår Energi adds:
“The transaction is expected to be accretive to Vår Energi’s cash flow from
operations after tax and free cash flow per share, while increasing our long
-term dividend capacity. It adds resilient cash generation and portfolio
diversification, delivers meaningful synergies, increases the share free float
and creates additional commercial opportunities for value creation across an
enlarged portfolio.”
Euan Shirlaw, Chief Executive Officer of BlueNord comments:
“The combination with Vår Energi creates a North Sea company of real scale and
resilience. One that continues what BlueNord has always stood for: reliable
supply of energy to Europe and meaningful returns to shareholders. Since 2019,
our shareholders have supported BlueNord through the delivery of the Tyra
Redevelopment and benefited from a period of outsized distributions of close to
USD 800 million. This transaction is the natural next phase: it gives our
shareholders ownership in an investment grade company with greater scale and
diversification, and the balance sheet to sustain long-term returns.”
Glen Ole Rødland, Chair of BlueNord comments:
“The Board has carefully evaluated this transaction, together with our advisors,
and has unanimously concluded that it is in the best interests of BlueNord and
its shareholders. It delivers meaningful value today by a combination of cash
and Vår Energi shares while also giving our shareholders continued exposure to
the upside of a larger, more diversified company. BlueNord has delivered on its
distribution strategy for the period 2024-2026, including the cash component of
the contemplated transaction. With Vår Energi’s material resource base, oil
concessions running up to 2060, and investment grade credit profile,
shareholders can look forward to continued value creation and attractive returns
from a highly cash generative business committed to long-term dividends.”
High-quality assets with strong strategic fit
BlueNord’s portfolio comprises interests in producing assets across the DCS,
including the Tyra, Halfdan, Dan and Gorm hub areas. The assets contribute
approximately 45 kboepd of net production from 2026 and approximately 195
million barrels of oil equivalent (mmboe) of net 2P reserves plus near-term 2C
contingent resources, extending production beyond 2040. The assets are part of
the Danish Underground Consortium (DUC) operated by TotalEnergies, located in
close proximity to Vår Energi’s existing assets in the southern part of the NCS,
with similar offshore characteristics and a stable operating and fiscal regime.
The transaction adds strategic assets in a highly compatible region, diversifies
Vår Energi’s portfolio, increases exposure to European gas markets and expands
access to key European gas infrastructure and entry points.
Transaction summary
The transaction will be structured as a statutory merger between a wholly owned
subsidiary of Vår Energi and BlueNord.
The transaction will be financed through the issuance 248.4 million new Vår
Energi shares (representing a share issue of 9.95%), to be resolved by the Vår
Energi board under the existing authorisation granted by the 2026 annual general
meeting and a cash consideration of NOK 1,964 million (USD 204 million).
Following completion, existing Vår Energi shareholders are expected to own
approximately 90.95% of the shares outstanding, while BlueNord shareholders are
expected to own approximately 9.05% of the shares in Vår Energi. Eni will remain
long-term strategic majority shareholder with approximately 57.33% ownership
post transaction.
Under the terms of the transaction, BlueNord shareholders will for each BlueNord
share held receive:
· 9.7153 newly issued Vår Energi shares; and
· NOK 76.83 in cash
The formal merger plan entered into in connection with the transaction will be
submitted to and registered by the Norwegian Register of Business Enterprises in
accordance with Section 13-13 of the Norwegian Companies Act. Notices for an
extraordinary general meeting of BlueNord will be sent to BlueNord shareholders
shortly and announced separately. The merger plan will be made available on
varenergi.no and www.bluenord.com.
Completion
Completion of the transaction is subject to approval by BlueNord shareholders at
an extraordinary general meeting as well as other customary conditions,
including receipt of relevant regulatory and governmental approvals, absence of
certain license pre-emption right exercise, required licence and partner
approvals, compliance with applicable covenants and expiry of statutory waiting
periods. The transaction is not subject to further due diligence or financing.
Closing of the transaction is expected around the end-2026.
Advisors
SB1 Markets AS is acting as lead financial advisor and Barclays[4] as financial
advisor to Vår Energi. Energi. Also advising the Company is Schjødt, acting as
legal advisor for the transaction and KPMG as finance and tax advisor. Jefferies
International Limited is acting as financial advisor and BAHR AS and Gorrissen
Federspiel are acting as legal advisors to BlueNord. Standard Chartered Bank has
provided a fairness opinion to the board of directors of BlueNord.
Conference call and investor presentation
Vår Energi will host a presentation for investors, analysts and media at 10.00
CEST today 21 July in connection with its second quarter 2026 financial
results, accompanied by Euan Shirlaw, the Chief Executive Officer of BlueNord.
You can follow the webcast with supporting slides, available on:
Q2 2026 • WN Event
- Subject to 31.05.26 audited interim balance sheet with sufficient free
equity and general meeting approval of dividend
- Barclays Bank Ireland PLC, acting through its Investment Bank (“Barclays”)
Contact
Vår Energi
Ida Marie Fjellheim, VP Investor Relations
+47 90509291
ida.fjellheim@varenergi.no
BlueNord
Cathrine Torgersen, Chief Corporate Affairs Officer
+47 915 28 501
cathrine.torgersen@bluenord.com
About Vår Energi
Vår Energi is a leading independent upstream oil and gas company on the
Norwegian Continental Shelf (NCS). To learn more, please visit varenergi.no.
About BlueNord
BlueNord is a European oil and gas company in the Danish North Sea. For further
information, please visit: www.bluenord.com.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act. This stock exchange
release was published by Ida Fjellheim, VP Investor Relations at Vår Energi ASA
and by Cathrine Torgersen, Chief Corporate Affairs Officer at BlueNord , on 21
July 2026 at 07:00 CEST.
IMPORTANT NOTICE
This announcement is issued for information purposes only and does not
constitute notice to a general meeting or a merger plan, nor does it form a part
of any offer to sell, or a solicitation of an offer to purchase, any securities
in any jurisdiction. Neither this announcement nor the information contained
herein is for publication, distribution or release, in whole or in part,
directly or indirectly, in or into or from the United States (including its
territories and possessions, any State of the United States and the District of
Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The securities mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the “US Securities Act”).
The securities may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the US Securities Act or
in a transaction not subject to the US Securities Act. Any decision with respect
to the proposed merger should be made solely on the basis of information to be
contained in the actual notices to the general meetings of the relevant
companies, and the merger plans (with pertaining documents) related to the
merger. You should perform an independent analysis of such information when
making any investment decision.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. By their nature, forward-looking statements involve risk
and uncertainty because they reflect the Company’s current expectations and
assumptions as to future events and circumstances that may not prove accurate. A
number of material factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
No assurance can be given that such expectations will prove to have been
correct. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities.
Kilde
