Mergers and Acquisitions

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escveritas
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Mergers and Acquisitions

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  • Proposed merger of Premier and Chrysaor Holdings Limited (“Chrysaor”) and the reorganisation of Premier’s existing finance arrangements
06 Oct 2020

Premier and Harbour are pleased to announce that they have reached agreement with Harbour’s UK operating company Chrysaor, regarding a proposed all share merger between Premier and Chrysaor (the “Combined Group”) and the reorganisation of Premier’s existing debt and cross-currency swaps (together, the “Transaction”).

The Transaction will create the largest independent oil and gas company listed on the London Stock Exchange with combined production of over 250 kboepd (as at 30 June 2020). In addition, the Combined Group will have a strong balance sheet and significant international growth opportunities.

Key highlights
  • Premier to merge with Chrysaor through a reverse takeover; London listing retained
  • The Transaction is expected to result in Premier’s stakeholders owning up to 23 per cent of the Combined Group and Harbour and other Chrysaor shareholders owning at least 77 per cent
Premier’s shareholders are expected to own up to 5.45 per cent1 of the Combined Group
Chrysaor’s largest shareholder, Harbour, is expected to own up to 39.021 per cent of the Combined Group
  • Premier’s approximately US$2.7 billion of total gross debt and certain hedging liabilities will be repaid and cancelled on completion
A cash payment of US$1.232 billion will be made to financial creditors of Premier and its subsidiaries (together, the “Premier Group”) and Premier Group’s cross-currency hedge counterparties (the “Existing Creditors”); Premier’s approximately US$400million of letters of credit will be refinanced; Existing Creditors will also receive shares in the Combined Group
  • The Combined Group’s Board of directors will comprise 11 directors including six independent non-executive directors and three executive directors including Linda Z. Cook (currently CEO of Harbour) who will be CEO of the Combined Group and Phil Kirk (currently CEO of Chrysaor) who will be President of the Combined Group and CEO Europe; the two other non-executive directors will be appointed by Harbour
  • The Transaction is subject to regulatory approvals and approval by Premier’s shareholders and the Existing Creditors
Rationale and benefits of the Transaction

The Boards of Directors of Premier and Harbour believe the Transaction will:
  • Bring together two complementary businesses to create the largest London-listed independent oil and gas company by production and reserves
Combined production as at 30 June 2020 of over 250 kboepd and combined 2P reserves of 717 mmboe as at 31 December 2019
Combined 2020 H1 revenue of US$1.76 billion and H1 EBITDAX of US$1.27 billion
Competitive operating costs of US$10.5/boe in H1 2020
Sector leading strategies to reduce the carbon footprint of their operations
  • Result in a Combined Group with significant scale and diversification, through the combination of material operated and non-operated cash generative production hubs in the UK North Sea
  • Create a business with a stable platform for future growth and the ability to fund and realise value from its development portfolio and international exploration projects
  • Transform Premier’s financial position, delivering a Combined Group with a strong and sustainable financing structure with resilience to compete in a lower commodity price environment; anticipated combined accounting net debt (excluding Letters of Credit) of approximately US$3.2 billion on completion
  • Create substantial cost and tax synergies, accelerating the use of Premier’s c. US$4.1 billion of UK tax losses and unlocking significant value for shareholders
  • Create a combined business with the potential to offer a meaningful dividend for shareholders over time
Conditions to closing

The Transaction is subject, amongst other things, to regulatory, shareholder and Existing Creditors’ approval.

Since the Transaction constitutes a reverse takeover for the purposes of the Listing Rules, Premier will need to seek shareholder approval and re-admission of its ordinary shares upon completion to the Official List of the FCA and to trading on the main market of the London Stock Exchange. Premier will in due course send a prospectus and circular to its shareholders convening a general meeting to approve the Transaction.

Premier’s Board intends to provide its unanimous and unconditional recommendation to Premier’s shareholders to vote in favour of the Transaction, as the Premier directors intend to do in respect of their own beneficial holdings of Premier’s shares, representing approximately 0.12 per cent of the existing share capital of Premier as at 5 October 2020, being the last practicable date prior to publication of this announcement.

Roy Franklin, Chairman of Premier, commented:

“The Board intends to recommend unanimously this transaction to shareholders as being in the best interests of shareholders and the company. This will mark a new and exciting chapter in Premier’s history.”

Tony Durrant, CEO of Premier, commented:

“There is significant industrial, commercial and financial logic to creating an independent oil and gas company of this size with a leading position in the UK North Sea. The transaction will also provide the Combined Group with a solid foundation from which to pursue a fully funded international growth strategy.”

Linda Cook, CEO of Harbour, commented:

“This transaction is the next step in Harbour’s aspiration to develop a new independent E&P company with global relevance. It significantly advances our leading position in the North Sea, where we will continue to re-invest, and expands our geographic footprint to Asia and Latin America. We are excited by the Premier assets in these regions and view them as the foundations upon which to build material portfolios and further diversify the company.”

Phil Kirk, CEO of Chrysaor, commented:

“Through this deal we will become the UK’s largest London-listed independent E&P, by all key metrics. With our combined organisation and operatorship of a large part of our now international portfolio, we will have the ability to deliver value safely, and play our part in the energy transition.”
escveritas
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Re: Mergers and Acquisitions

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Chevron Completes Acquisition of Noble Energy

SAN RAMON, Calif., October 5, 2020 — Chevron Corporation (NYSE: CVX) announced today that its acquisition of Noble Energy, Inc. (NASDAQ: NBL) has been completed following approval by Noble Energy shareholders.

“We are pleased to welcome Noble Energy’s employees and shareholders to Chevron. Noble’s high-quality assets complement Chevron’s advantaged upstream portfolio, and the combination is expected to deliver strong financial benefits,” said Chevron Chairman and CEO Michael Wirth. “With an industry-leading balance sheet and a track record of capital discipline, we believe we’re in a different place than others and can protect the dividend while driving long-term value.”
escveritas
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Re: Mergers and Acquisitions

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Image

Chevron Corporation, the multinational energy firm, said Monday it had entered into a definitive agreement with Noble Energy, Inc. to buy all of the outstanding shares of the Houston, Texas-based oil and gas explorer, in an all-stock transaction valued at $5 billion, or $10.38 per share.

The deal was first reported by the Wall Street Journal on Monday. Based on Chevron’s closing price on July 17, 2020, and under the terms of the agreement, Noble Energy shareholders will receive 0.1191 shares of Chevron for each Noble Energy share. The total value of the deal, including debt, is $13 billion, Chevron said. The price of the deal represents a 7.6 percent premium to Noble’s closing price on Friday of $9.65.

The acquisition makes it the largest tie-up in the oil industry since the start of the coronavirus pandemic that triggered a plunge in prices in the industry, the Wall Street Journal said.

The acquisition of Noble Energy provides Chevron with “low-cost, proved reserves and attractive undeveloped resources that will enhance an already advantaged upstream portfolio,” Chevron said in the statement. “Noble Energy brings low-capital, cash-generating offshore assets in Israel, strengthening Chevron’s position in the Eastern Mediterranean.”

The deal will also enhance Chevron’s position in the US.
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