Aker BP ASA and Lundin Energy AB jointly announced that Aker BP ASA and Lundin Energy AB have entered into a transaction agreement pursuant to which Aker BP shall combine its business with Kommstart 157 AB, reg.no. 559355-1764 , a newly established Swedish public limited liability company currently wholly-owned by Lundin Energy, which at the time of completion of the Merger (as defined below) shall consist of inter alia all of Lundin Energy’s oil and gas related assets. The combination shall be made through a statutory merger (the “Merger”), whereby the merged company will become the second largest oil and gas producer on the Norwegian Continental Shelf (the “Combined Company”). The Merger will be implemented by Aker BP absorbing the Target.
On 21 December 2021, Aker BP and Lundin Energy have entered into a transaction agreement (the “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 the Merger. 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 entitle 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.
The transaction in short
Target’s shareholders, who will be identical with 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 0.950985 shares in Aker BP, in the form of Swedish Depository Receipts, for each share in Target outstanding as at completion of the Merger. Hence, Target shareholders will in total receive approximately 43 percent economic ownership in the Combined Company, corresponding to in total approximately 272 million shares in Aker BP and a total cash consideration of USD 2.22 billion to be converted into SEK prior to closing.1, 2, 3 Aker BP will only distribute whole Swedish Depositary Receipts and will for each shareholder be rounded down to the nearest whole number. The consideration for excess fractions will be paid in cash.
- The 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 summoned no later than 28 February 2022, as well as approval from relevant authorities.
- The boards of Aker BP and Lundin Energy believe that the Merger is to the benefit of each respective company and its shareholders. Both boards consider the exchange ratio to be reasonable and unanimously recommend their respective shareholders to approve the Merger.
- The Combined Company will be a leading independent Exploration & Production company and the second largest oil and gas producer on the Norwegian Continental Shelf.
- 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, 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.
- The total value of the Merger consideration to the shareholders of Target corresponds to approximately SEK 100.17 billion4, based on the closing price of the Aker BP share on 20 December 2021. This represents a cash consideration of SEK 71.0 and a share consideration of SEK 279.3 for each Target share.
