NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice published by Aker BP ASA ("Aker
BP") on 21 December 2021 whereby it announced that Aker BP and Lundin Energy AB
("Lundin Energy") had entered into a 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 a statutory cross-border merger (the
"Merger") between Aker BP and a newly established Swedish public limited
liability company currently wholly-owned by Lundin Energy (the "Target"). At the
time of completion of the Merger, the Target shall consist of inter alia all of
Lundin Energy's oil and gas related assets.
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 be entitled 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.
Aker BP and Target have now entered into a merger plan for the Merger pursuant
to the terms of the transaction agreement. The merger plan will be made
available on the Aker BP's website www.akerbp.com today.
About the Combined Company
The combination of Aker BP and Lundin Energy unites two highly successful
Exploration & Production ("E&P") companies which have both been instrumental in
the development of the Norwegian Continental Shelf ("NCS") for more than a
decade.
The Combined Company will be the second largest oil and gas producer on the NCS,
with a combined oil and gas production of approximately 400,000 barrels of oil
equivalent per day, and a global leader in the E&P sector with regard to low
cost and low emissions. The company will be the operator of six major production
hubs on the NCS in addition to being the second largest owner of the giant Johan
Sverdrup oil field.
The Combined Company will be uniquely positioned for profitable growth through
participation in major new field development projects like NOAKA, Wisting and
Valhall NCP/King Lear, as well as continued field development activities around
the company's existing assets.
Key Terms of the Merger
As merger consideration, Target's shareholders, who will be identical to 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 0.95098 shares in Aker BP, in the form of
Swedish Depository Receipts, for each share in Target outstanding as at
completion of the Merger. Aker BP will only distribute whole Swedish Depositary
Receipts and the consideration will for each shareholder be rounded down to the
nearest whole number. The net consideration for excess fractions will be paid in
cash.
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 held in March and April 2022, as well as approval
from relevant authorities. 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, BP
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.
Completion of the Merger will not be subject to any financing condition.
Further information about the merger and the combined company will be made
available in a prospectus exemption document (the "Exemption Document") to be
published by Aker BP on or about 9 March 2022.
Following completion of the Merger, the shares in the combined company will
continue to be listed on Oslo Børs.
Contacts:
Kjetil Bakken, VP Corporate Finance and Investor Relations, tel.: +47 918 89 889
Jørgen Torstensen, Senior Investor Relations Professional, tel.: +47 954 83 707
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.
This information is subject to disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.
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.
Excluded jurisdictions
No offer in relation 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 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.