Aker BP ASA (Oslo Børs: AKRBP) and Lundin Energy AB (Nasdaq Stockholm: LUNE)
today jointly announced that Aker BP ASA ("Aker BP") and Lundin Energy AB
("Lundin Energy") have entered into a transaction agreement pursuant to which
Aker BP shall combine its business with Kommstart 157 AB (publ), reg.no. 559355
-1764 ("Target"), 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.
Full press release is attached: Aker BP and Lundin
Energy.pdf (https://mb.cision.com/Public/1629/3476768/8df49f051f9a4f05.pdf)
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. They
focus of value creation for our shareholders and wider stakeholders through
three pillars: Resilience, Sustainability and Growth. Their high quality, low
-cost assets mean we are resilient to oil price volatility, and the organic
growth strategy, combined with their sustainable approach and commitment to
decarbonisation, firmly established their leadership role in a lower carbon
energy future. (Nasdaq Stockholm: LUNE).
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 Kjetil Bakken, VP Corporate Finance
and Investor Relations, Aker BP ASA, on 21 December 2021 at 15:25 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 Target, 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 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 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.
Note about preliminary combined financial information and basis of preparation
The preliminary combined financial information presented in this press release
is for illustrative purposes only. The preliminary combined financial
information has not been prepared in accordance with IFRS and has not been
audited or otherwise reviewed by the companies' auditors. Differences in
accounting policies or definitions of non-IFRS measures have not been taken into
account. Financial information for Aker BP and Lundin Energy have been based on
unaudited reported financial information.
The preliminary combined income statement information has been calculated
assuming the activities had been included in one entity from the beginning of
each period. The financial performance measures have been calculated as a sum of
combined financial information for the twelve months ended 30 September 2021,
for the nine months ended 30 September 2021 and for the three months ended 30
September 2021.
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 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.
The information made available in 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.