Mergers and Acquisitions

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Saipem signs agreement with KCA Deutag for the sale of the Drilling Onshore business
  • Total consideration consisting of $550m in cash plus 10% equity stake in the combined entity
  • The agreement is consistent with Saipem’s strategy around building a more resilient and focused business model, supporting its capital structure and liquidity objectives


San Donato Milanese (Italy), June 1, 2022 – Saipem S.p.A. ("Saipem") announced today that it has signed a binding agreement with KCA Deutag (“KCAD”) to sell the entirety of its Drilling Onshore operations in exchange for a cash consideration of $550 million plus 10% stake in KCAD after its acquisition of the Saipem’s Drilling Onshore.

The transaction does not entail any financial debt transfer from Saipem to KCAD.

Saipem operates its Drilling Onshore business globally outside Italy, with a focus in the Middle East and Americas, in 13 countries with around 4,000 people and with a portfolio of 83 proprietary land rigs.

Saipem’s Drilling Onshore business posted full year 2021 revenues of 347 million euro and adjusted EBITDA of 82 million euro; adjusted EBITDA of Drilling Onshore is expected to represent around 20% of the full year 2022 consolidated adjusted EBITDA of Saipem.

KCA Deutag is a leading drilling, engineering and technology company working onshore and offshore. It operates approximately 110 drilling rigs in 20 countries, employing 8,300 people. In full year 2021 KCAD posted consolidated revenues of 1,196 million USD and adjusted EBITDA of 237 million USD. Consolidated Net Debt at the year-end 2021 was 396 million USD.

The addition of Saipem’s Drilling Onshore activities to KCAD, which is already among the most reputable international drilling operators, will bring additional opportunities of value creation from operational synergies and inclusion of Saipem expertise from which Saipem in turn expects to benefit via its minority stake in the enhanced entity.

Moreover, the transaction for Saipem is a further step towards a more focused and resilient business model based on the growing trends of Saipem’s reference markets, concentrating efforts in the Drilling Offshore while supporting the achievement of its capital structure and liquidity objectives.

The cash proceeds from the transaction will improve Saipem’s liquidity, lowering its net debt and supporting the delivery of its 2022-25 business plan.

Final consideration is subject to customary closing adjustments.

Closing of the transaction - subject to the completion of the carve out of the Drilling Onshore business from Saipem Group and the completion of Saipem’s capital increase and customary conditions and approvals - is expected to occur by October 31, 2022 for the activities in Middle East and by March 31, 2023 for Americas.

In the context of the transaction, Saipem is being advised by J.P. Morgan and Lazard.
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Merger between Aker BP and Lundin Energy’s E&P business completed

Published:
30.06.2022

Lundin Energy’s E&P business was transferred to Aker BP on 30 June. “Our ambition is to create the world’s best oil and gas company with low costs, low emissions, profitable growth and attractive dividends. We will also play an important role in the global energy transition,” says Aker BP CEO, Karl Johnny Hersvik.

The merged company is the second largest operating company on the Norwegian continental shelf (NCS). The company has a substantial resource base which provides a very good foundation for further growth and leads the way in terms of both low costs and low emissions per barrel.

“In 2016, Aker ASA worked in tandem with bp to merge Det Norske and BP Norge into Aker BP. The ambition back then was to create the leading exploration and production company offshore. Now we’re taking another big step, in cooperation with the Lundin family. Together, we will work to develop Aker BP into the oil and gas company of the future. We will lead the way when it comes to low costs, low carbon, profitable growth and attractive dividends. We will also take the lead to bring about fundamental improvements, such as through digitalisation,” says chair of Aker BP’s board, Øyvind Eriksen.

The best team

Aker BP is uniquely positioned for profitable growth. The company will operate or participate as a partner in most of the major field developments on the NCS in the next few years, with NOAKA, a new central platform on Valhall, the King Lear tie-back to Valhall, Wisting and Skarv satellites as the largest projects. Overall, Aker BP plans to invest more than NOK 150 billion in development projects in the period up to 2030. During the same period, the company will drill around 180 new wells and carry out an exciting exploration programme. All this will contribute to significant production growth in the years ahead.

“The leading company needs to have the leading team. With the merger of Aker BP and Lundin, I’m confident that we have the best team on the Norwegian shelf. But we’re going to need even more people to join in and help us create the E&P company of the future,” says Karl Johnny Hersvik.

Will give more back to society

The development projects, the exploration activity and operation of our six production hubs create significant positive ripple effects for the supplier industry, along with tens of thousands of jobs with highly competent companies across the country.

“These are the same companies that will further develop the knowledge and expertise needed to deliver on renewable projects,” says Hersvik.

He points out that the energy transition is the largest and most important strategic challenge the industry has ever faced.

“The world needs more energy which is sustainable, affordable and reliable. Aker BP is already today among the oil and gas companies in the world with the lowest CO2 intensity. We are progressing according to plan to achieve our targets to reduce our emissions by 50 percent by 2030, and plan to neutralise the remaining emissions,” says Hersvik.

“In addition to reducing emissions, the oil and gas resources must be managed in a way that gives even more back to society,” he adds.

That’s why Aker BP has made a strong commitment to a wide range of digitalisation measures aimed at increasing productivity. At the same time, the company is working closely with its alliance partners to maximise value creation and reduce emissions. The company wants to lead the way in transforming the oil and gas industry.

“We want the industry to work together more closely, and to share more. We intend to build the foundation for new industries to emerge. We will reduce emissions from our activities. And we will bolster the profitability. Increased value creation gives the State and our owners capital that could be invested in new business and industry,” says Hersvik.

Integration in three phases

The initial announcement of Aker BP’s acquisition of Lundin Energy’s E&P business was made on 21 December 2021.

The merger will be implemented in three stages:
  • From 1 July this year, Lundin Energy Norway AS will operate as a fully owned subsidiary of Aker BP ASA. The subsidiary’s name is changed to ABP Norway AS.
  • From 1 October, all employees will be fully integrated into a single organization
  • ABP Norway AS will then, according to the plan, be merged with Aker BP ASA as soon as it is practically feasible.
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Schlumberger, Aker Solutions and Subsea 7 Create Joint Venture



Complementary geographic coverage, technology and engineering capabilities will deliver leading performance and integration in a growing offshore market

HOUSTON, August 30, 2022—Schlumberger, Aker Solutions and Subsea 7 today announced an agreement to form a joint venture to drive innovation and efficiency in subsea production by helping customers unlock reserves and reduce cycle time. The agreement will bring together a portfolio of innovative technologies such as subsea gas compression, all-electric subsea production systems and other electrification capabilities that help customers meet their decarbonization goals.

The proposed joint venture will combine Schlumberger’s and Aker Solutions’ subsea businesses, which include deep reservoir domain and engineering design expertise, an extensive field-proven subsea production and processing technology portfolio, world-class manufacturing scale and capabilities, and a comprehensive suite of life-of-field solutions for customers all over the world. Subsea 7 will be an equity partner in the new joint venture.

“As investment in the offshore market—particularly in deepwater—continues to increase, our customers will benefit from enhanced services that leverage digital and technological innovation to drive improved subsea asset performance while increasing energy efficiency and reducing CO2 emissions,” said Schlumberger Chief Executive Officer Olivier Le Peuch. “We look forward to collaborating with both Aker Solutions and our subsea integration partner Subsea 7 on this new venture.”

“Aker Solutions, Schlumberger and Subsea 7 are complementary businesses, both in terms of products and services, as well as customers and geographical presence. Furthermore, Schlumberger shares our commitment to innovation, such as deploying digital solutions and decarbonization technologies,” said Øyvind Eriksen, President and Chief Executive Officer of Aker ASA.

Upon closing of the proposed transaction, the existing Subsea Integration Alliance (SIA) between Schlumberger and Subsea 7, will be amended so that the new joint venture will assume Schlumberger’s role in the Alliance, which will be renewed for a ten-year term.

“We are excited to build on our highly successful alliance with Schlumberger and partnership with Aker Solutions. This new joint venture is a critical step as we collaborate on integrated subsea projects that drive maximum value for our customers,” said Subsea 7 Chief Executive Officer John Evans.

In addition to contributing its subsea business to the joint venture, at closing Schlumberger will issue to Aker Solutions shares of Schlumberger common stock valued at USD 306.5 million in a private placement. Concurrently, Subsea 7 will purchase its 10% interest in exchange for USD 306.5 million in cash to Aker Solutions. The joint venture also will issue a promissory note to Aker Solutions for USD 87.5 million. At closing of the joint venture, Schlumberger will own 70%, with Aker Solutions owning 20% and Subsea 7 owning 10%. The transaction is subject to regulatory approvals and other customary closing conditions and is expected to close in the second half of 2023.
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04 July 2022

Completion of Acquisition of Siccar Point Energy

Ithaca Energy is pleased to announce that its acquisition of Siccar Point Energy, announced on 7 April 2022, has completed with all conditions having been met. The acquisition positions Ithaca as one of the leading E&P operators in the UK North Sea with four of the basin’s largest producing fields and some of its largest development projects.

Gilad Myerson, Executive Chairman of Ithaca Energy, commented:
“Completion of the acquisition of Siccar Point marks a key milestone in establishing Ithaca as a leading UK North Sea E&P company with significant production, material growth potential, and a long-life cycle portfolio. We are excited about the future and welcome our new colleagues from Siccar Point.”
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Seadrill Limited Announces Agreement to Acquire Aquadrill LLC in All-Stock Transaction

Hamilton, Bermuda, December 22, 2022 – Seadrill Limited (NYSE & OSE: SDRL) (“Seadrill”) and Aquadrill LLC (“Aquadrill”; and together with Seadrill, the “Company”) today announced that they have entered into a definitive merger agreement under which Seadrill will acquire Aquadrill in an all-stock transaction. Upon completion of the transaction Seadrill shareholders and Aquadrill unitholders will own 62% and 38%, respectively, of the outstanding common shares in the Company. The transaction values Aquadrill at an implied equity value of approximately US$958 million, based on Seadrill’s 30-day volume-weighted average share price on the NYSE of US$31.25 as of 22 December 2022.

The combination creates an industry-leading offshore drilling company, with a modern and high specification fleet and a streamlined cost structure. The Company will be well-placed to realize estimated annual run rate synergies of at least US$70 million. The Company will also be well-positioned for further growth given its stronger credit and liquidity profile, and to provide attractive cash flows.

Commenting on the transaction, Simon Johnson, Seadrill’s President and Chief Executive Officer, said, “At Seadrill we seek to deliver safe and effective operations as the bedrock for generating returns for our shareholders. Seadrill and Aquadrill have a long and rich strategic and operational management history. Our shared heritage will promote efficient integration of the two companies. I look forward to welcoming the Aquadrill fleet back into the Seadrill family.” Steven Newman, Aquadrill’s Chief Executive Officer, said, “We believe this combination will create the most value for our shareholders and will create an excellent platform for high quality service delivery to our customers.”

The transaction has been approved by the Boards of Directors of both Seadrill and Aquadrill. The required approval of Aquadrill’s unitholders has also been obtained. The transaction does not require Seadrill shareholder approval.

Strategic Rationale

The combination of Seadrill and Aquadrill presents a compelling strategic rationale for all stakeholders:
  • Creation of a leading offshore driller with best-in-class fleet: The Company will be in a strong position to serve a broader range of customers, with one of the youngest and most technologically advanced fleets in the industry, and a combined backlog of US$2.8 billion. The Company will own 12 floaters (including seven 7th generation drillships), three harsh environment rigs, four benign jack-ups, and three tender-assisted rigs. Additionally, seven rigs will be managed under a variety of strategic partnerships.
  • Increased exposure and upside to the improving market: The Company will have a diversified portfolio of contract coverage, with additional active fleet capacity to deploy in a rising market environment across critical basins in the Golden Triangle.
  • Significant synergy potential: The Company will be uniquely positioned to rapidly integrate and realize identified and achievable synergies of at least US$70 million annually on a run-rate basis. All synergies are expected to be fully realized within two years of closing the transaction. Synergies are expected to be generated through a combination of:
    • management fee optimization;
    • G&A and overhead cost savings;
    • logistics, supply chain and inventory efficiencies; and
    • capital expenditure savings.
  • Strong cash flow generation and further strengthened balance sheet: The Company should benefit from an enhanced cash flow profile and a strengthened balance sheet, with significant credit and liquidity improvement, and with access to a potentially lower cost of capital.
    Transaction Overview
Aquadrill unitholders and equity award holders will in aggregate receive 30,645,160 common shares of Seadrill, representing 38% ownership in the Company, or approximately 36.6% on a fully-diluted basis. Following completion of the transaction, Aquadrill will become a wholly owned subsidiary of Seadrill.

Certain of Aquadrill’s unitholders, which collectively own more than 75% of Aquadrill’s common units, have agreed to approve the transaction. No further vote of Aquadrill unitholders is required in respect to the transaction. The transaction does not require Seadrill shareholder approval. The transaction is, however, subject to applicable regulatory approvals and other customary conditions, and is expected to close in mid 2023.

Governance and Leadership

The Company will remain named Seadrill Limited and will continue to be domiciled in Hamilton, Bermuda. Julie Robertson and Simon Johnson will continue in their respective roles as Chair of the Board of Directors, and President and Chief Executive Officer.

Company Pro Forma Financial Information

As of November 30, 2022, Seadrill and Aquadrill had a combined cash balance of approximately US$628 million, including approximately US$133 million of restricted cash, and a combined debt balance of approximately US$521 million.

Other

Seadrill is currently traded on the New York Stock Exchange and the main list of the Oslo Stock Exchange.

Advisors

Citi is serving as sole financial advisor and Baker Botts L.L.P. and Advokatfirmaet Thommessen AS are serving as legal counsel to Seadrill. Intrepid Partners, LLC is serving as sole financial advisor and Akin Gump Strauss Hauer & Feld LLP and Advokatfirmaet Schjødt AS are serving as legal counsel to Aquadrill.
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OUTCOME OF THE EXTRAORDINARY GENERAL MEETING HELD BY SEMBCORP MARINE SHAREHOLDERS ON 16 FEBRUARY 2023

Singapore, 16 February 2023 – Sembcorp Marine Ltd (the “Company”) wishes to announce that the proposed ordinary resolution set out in the notice of the Extraordinary General Meeting (“EGM”) dated 31 January 2023 was duly approved and passed by 95% of the Company’s shareholders at the EGM held on 16 February 2023.

The resolution called for Sembcorp Marine shareholders to approve acquisition plan for Keppel Offshore & Marine businesses for a better synergy going forward.

T S Tay Public Accounting Corporation was appointed as the scrutineer for the EGM.
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Equinor acquires Suncor Energy UK

03 MARCH 2023

Equinor UK Limited has signed an agreement to acquire Suncor Energy UK Limited for a total consideration of USD 850 million.

The transaction includes a non-operated interest in the producing Buzzard oil field (29.89%), an additional operated interest in the Rosebank development (40%) and Suncor employees based in the UK who work with these assets.

Image

“This transaction is in line with Equinor’s strategy of optimizing our oil & gas portfolio and deepening in our core countries. We are building on our longstanding position as a broad energy partner to the UK, strengthening our position as a reliable energy provider in Europe, while continuing to deliveron our ambition of becoming a net-zero company,” said Philippe Mathieu, executive vice president for Exploration and Production International.

Equinor has been a reliable, broad energy partner to the UK for almost 40 years, developing domestic energy resources, generating low-carbon electricity, and supplying the equivalent of 29% of the UK’s total natural gas demand in 2022. Equinor is looking to further support the UK economy by investing billions in crucial energy infrastructure, including offshore wind, carbon capture and storage (CCS), hydrogen, power, and oil and gas.

The transaction will add approximately 15,000 barrels of oil equivalent per day in equity share in 2023 and create synergies with Equinor’s existing operations.

The transaction will increase Equinor’s operated share of the Rosebank development with an additional 40%. Rosebank is being developed in line with the UK Government North Sea Transition deal and the Rosebank partners are targeting a final investment decision in 2023, subject to the UK Government’s and partners’ approval. USD 250 million of the consideration is contingent upon a final investment decision for Rosebank.

The transaction is subject to relevant regulatory approvals.

The Buzzard field
  • Consists of four fixed platforms and three subsea manifolds.
  • The field is currently producing at approximately 60,000 barrels of oil equivalents per day.
  • Liquids are exported via the Forties Pipeline System to Hound Point Terminal where the crude is lifted and sold in the open market.
  • The gas volumes are exported via the FUKA system.
  • There is an electrification initiative to reduce the CO2 emissions on Buzzard.
  • Buzzard is operated by CNOOC International.
The Rosebank development
  • The Rosebank field, operated by Equinor is an oil and gas field located about 130km west of the Shetland Islands on the UK continental shelf.
  • The Rosebank development has been optimized to reduce carbon emissions and the FPSO will be prepared for future electrification in line with the North Sea Transition Deal.
  • The expected recoverable resources are approximately 300 million barrels of oil.
  • Production from the field will be through subsea wells tied back to a redeployed FPSO for processing and offloading at the Rosebank field.
  • The Rosebank partners: Equinor (40%), Suncor Energy (40%)* and Ithaca Energy (20%).
*To be acquired by Equinor, subject to relevant regulatory approvals.
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Sembcorp Marine Proposes Change of Name – Seatrium



Singapore, 3 April 2023 – Sembcorp Marine Ltd (the “Company” or “Sembcorp Marine” and, together with its subsidiaries, the “Group”), is proposing to change its name from “Sembcorp Marine Ltd” to “Seatrium Limited” following completion of the combination of the businesses of the Company and Keppel Offshore & Marine Ltd on 28 February 2023, and will adopt a new branding for the enlarged entity.

The proposed change of name is subject to shareholders’ approval and will not affect the identity of the Company or any of its rights and obligations, nor will it affect any of the rights of shareholders or the Group’s daily business operations and financial standing.

The enlarged entity will unite world-class talent and engineering capabilities to create transformative and sustainable offshore and energy solutions.
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chevron announces agreement to acquire hess
  • World class assets and people strengthen long-term outlook
  • Cash flow per share accretion supports higher distributions to shareholders
  • Enhances and extends production and free cash flow growth outlook into 2030s
  • John Hess, Hess CEO, expected to join Chevron Board of Directors
SAN RAMON, Calif. & NEW YORK, October 23, 2023 — Chevron Corporation (NYSE: CVX) announced today that it has entered into a definitive agreement with Hess Corporation (NYSE: HES) to acquire all of the outstanding shares of Hess in an all-stock transaction valued at $53 billion, or $171 per share based on Chevron’s closing price on October 20, 2023. Under the terms of the agreement, Hess shareholders will receive 1.0250 shares of Chevron for each Hess share. The total enterprise value, including debt, of the transaction is $60 billion.

The acquisition of Hess upgrades and diversifies Chevron’s already advantaged portfolio. The Stabroek block in Guyana is an extraordinary asset with industry leading cash margins and low carbon intensity that is expected to deliver production growth into the next decade. Hess’ Bakken assets add another leading U.S. shale position to Chevron’s DJ and Permian basin operations and further strengthen domestic energy security. The combined company is expected to grow production and free cash flow faster and for longer than Chevron’s current five-year guidance. In addition, John Hess is expected to join Chevron’s Board of Directors.

“This combination positions Chevron to strengthen our long-term performance and further enhance our advantaged portfolio by adding world-class assets,” said Chevron Chairman and CEO Mike Wirth. “Importantly, our two companies have similar values and cultures, with a focus on operating safely and with integrity, attracting and developing the best people, making positive contributions to our communities and delivering higher returns and lower carbon.”

“Building on our track record of successful transactions, the addition of Hess is expected to extend further Chevron’s free cash flow growth,” said Pierre Breber, Chevron’s CFO. “With greater confidence in projected long-term cash generation, Chevron intends to return more cash to shareholders with higher dividend per share growth and higher share repurchases.”

“This strategic combination brings together two strong companies to create a premier integrated energy company,” CEO John Hess said. “I am proud of our people and what we have achieved as a company, which has one of the industry’s best growth portfolios including Guyana, the world’s largest oil discovery in the last 10 years, and the Bakken shale, where we are a leading oil and gas producer. Chevron has a world-class diversified portfolio of assets and one of the industry’s strongest balance sheets and cash return profiles. I believe our strategic combination creates a company that is stronger in every respect, with the leadership, asset portfolio and financial resources to lead us through the energy transition and deliver significant shareholder value for years to come.”

Transaction Benefits

Strong strategic fit:
  • Guyana – 30% ownership in more than 11 billion barrels of oil equivalent discovered recoverable resource with high cash margins per barrel, strong production growth outlook and potential exploration upside.
  • Bakken – 465,000 net acres of high-quality, long-duration inventory supported by the integrated assets of Hess Midstream.
  • Complementary Gulf of Mexico assets and steady free cash flow from Southeast Asia natural gas business.
Accretive to cash flow per share and extends growth into 2030s:
  • Expected to be accretive to cash flow per share in 2025 after achieving synergies and start-up of the fourth floating production storage and offloading (FPSO) vessel in Guyana.
  • Increases Chevron’s estimated five-year production and free cash flow growth rates and expected to extend such growth into the next decade.
    Increases cash returned to shareholders:
  • In January, Chevron expects to recommend an increase to its first quarter dividend per share of 8% to $1.63, which will be subject to the approval of the Chevron Board of Directors.
  • Post closing, Chevron intends to increase share repurchases by $2.5 billion to the top end of its guidance range of $20 billion per year in a continued upside oil price scenario.
Capital and cost efficient:
  • The combined company’s capital expenditures budget is expected to be between $19 and $22 billion.
  • With a stronger portfolio after closing, Chevron expects to increase asset sales and generate $10 to $15 billion in before-tax proceeds through 2028.
  • The transaction is expected to achieve run-rate cost synergies around $1 billion before tax within a year of closing.
Transaction Details

The acquisition consideration is structured with 100 percent stock utilizing Chevron’s equity. In aggregate, upon closing of the transaction, Chevron will issue approximately 317 million shares of common stock. Total enterprise value of $60 billion includes net debt and book value of non-controlling interest.

The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first half of 2024. The acquisition is subject to Hess shareholder approval. It is also subject to regulatory approvals and other customary closing conditions.

The transaction price represents a premium of 10.3% on a 20-day average based on closing stock prices on October 20, 2023.
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EIG to acquire Ocyan for US$390 million

28 Dec 2023

EIG, a leading institutional investor in the global energy and infrastructure sectors, today announced that it has entered into definitive agreements with Novonor S.A. (“Novonor”) and Brazilian Development Bank (“BNDES”) to acquire Ocyan Participações S.A. (“Ocyan” or the “Company”), a Brazilian-based solutions provider to the offshore oil and gas industry, for a total amount of US$390 million, considering US$283 million for Novonor’s 100% equity interest and the remaining amount for liquidation of its outstanding balance of non-voting securities related to the Company.

The transaction’s proceeds related to Novonor’s equity interest will be directly paid to BNDESPAR, in accordance with the fiduciary agreement previously executed by the parties, in order to settle a portion of Novonor’s debt.

Ocyan has a 23-year track record delivering high-quality maintenance solutions to the offshore oil and gas sector, including the operation of subsea construction and decommissioning projects. As the only Brazilian operator in the Floating Production Storage and Offloading (“FPSO”) industry, Ocyan currently operates four offshore units through a 50/50 joint venture with Altera Infrastructure, holding long-term contracts with Libra Consortium, Karoon Energy and 3R Petroleum. The Company, with more than 3,000 dedicated employees, recently established a New Energies division that is focused on the digitalization of the oil and gas industry and engineering, procurement, and construction (“EPC”) contracts for renewable energy projects.

EIG has invested more than US$2 billion in Brazil since 1998. The acquisition of Ocyan reflects EIG’s long-term, comprehensive Brazilian strategy focused on infrastructure supporting high-quality deepwater crude oil production, responsible decommissioning activities and investments in renewables and low carbon projects. Following the completion of the transaction, Ocyan will benefit from EIG’s deep technical expertise in FPSOs and potential synergies with Prumo Logística, an EIG portfolio company, and its subsidiary, Port of Açu.

“I have known and respected Ocyan for decades,” said R. Blair Thomas, EIG’s Chairman and Chief Executive Officer. “The company’s resilience and the strength of its business have helped it overcome significant economic headwinds while maintaining a healthy balance sheet, positioning Ocyan for long-term growth. Brazil is home to over 25% of the global FPSO fleets, and we believe the future market dynamics for oil and gas infrastructure in Brazil are very favorable, underscoring our dual commitment to supporting growth and development in this important region while creating value for our investors. We are also excited to support Ocyan’s ventures in the renewables space to help drive the energy transition forward.”

Flavio Valle, EIG’s Managing Director and Head of Brazil, said, “FPSO is an attractive asset class for both equity and debt opportunities, and we are pleased to deepen our presence in the industry. We have admired Ocyan for many years and have been impressed by their ability to develop ambitious projects through challenging economic environments. With our global footprint and local capabilities, which are now enhanced by meaningful capital commitments from local clients, we believe that EIG is uniquely positioned to deliver on this complex transaction and to usher Ocyan into a new phase of growth.”

Héctor Nuñez, Novonor´s Chief Executive Officer, said, “This is another important milestone for the Novonor Group in fulfilling its commitments to its stakeholders as it aims to reestablish the company’s focus on diversified operations in the engineering sector, where it was established almost 80 years ago. We are very proud of Ocyan and its team, who are recognized for their operational and technical excellence, and are certain that their successful trajectory will continue.”

Roberto Prisco Paraiso Ramos, Ocyan’s Chief Executive Officer, said, “Ocyan has built and operated more than US$4 billion of drilling rigs, pipelaying support vessels and FPSOs, alone or in joint ventures, always enjoying the very strong support of its shareholders and Novonor. This acquisition does not impact current contracts and operations with our clients and suppliers. This is another important chapter in our history and one that will undoubtedly create new opportunities for Ocyan.”

The completion of the transaction is subject to certain customary closing conditions and is expected to occur in the first quarter of 2024.

Lakeshore Partners (“Lakeshore”) has acted as EIG’s exclusive financial advisor, with Lakeshore’s newly established affiliate, Lake Capital, providing asset management services. Mattos Filho and White & Case served as transaction legal advisors and Stocche Forbes as fund counsel. EY has acted as BNDES’ exclusive financial advisor and Lacaz Martins as transaction legal advisor. VMB Jurídica served as transaction legal advisor to Novonor.
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ExxonMobil announces merger with Pioneer Natural Resources in an all-stock transaction

Exxon Mobil Corporation (NYSE: XOM) and Pioneer Natural Resources (NYSE: PXD) jointly announced a definitive agreement for ExxonMobil to acquire Pioneer. The merger is an all-stock transaction valued at $59.5 billion, or $253 per share, based on ExxonMobil’s closing price on October 5, 2023. Under the terms of the agreement, Pioneer shareholders will receive 2.3234 shares of ExxonMobil for each Pioneer share at closing. The implied total enterprise value of the transaction, including net debt, is approximately $64.5 billion.

The merger combines Pioneer’s more than 850,000 net acres in the Midland Basin with ExxonMobil’s 570,000 net acres in the Delaware and Midland Basins, creating the industry’s leading high-quality undeveloped U.S. unconventional inventory position. Together, the companies will have an estimated 16 billion barrels of oil equivalent resource in the Permian. At close, ExxonMobil’s Permian production volume would more than double to 1.3 million barrels of oil equivalent per day (MOEBD), based on 2023 volumes, and is expected to increase to approximately 2 MOEBD in 2027. ExxonMobil believes the transaction represents an opportunity for even greater U.S. energy security by bringing the best technologies, operational excellence and financial capability to an important source of domestic supply, benefitting the American economy and its consumers.

Transaction Benefits

Combining Pioneer’s differentiated Permian inventory and basin knowledge with ExxonMobil’s proprietary technologies, financial resources, and industry-leading project development is expected to generate double-digit returns by recovering more resource, more efficiently and with a lower environmental impact.

The transaction is a unique opportunity to deliver leading capital efficiency and cost performance as well as increase production by combining Pioneer’s large-scale, contiguous, high-quality undeveloped Midland acreage with ExxonMobil’s demonstrated industry-leading Permian resource development approach.

The unique, complementary fit of Pioneer’s contiguous acreage will allow ExxonMobil to drill long, best-in-class laterals -- up to four miles -- which will result in fewer wells and a smaller surface footprint. The company also expects to enhance field digitalization and automation that will optimize production throughput and cost.

The combination transforms ExxonMobil’s upstream portfolio by increasing lower-cost-of-supply production, as well as short-cycle capital flexibility. The company expects a cost of supply of less than $35 per barrel from Pioneer’s assets. By 2027, short-cycle barrels will comprise more than 40% of the total upstream volumes, positioning the company to more quickly respond to demand changes and increase capture of price and volume upside.

The transaction’s unique value creation opportunity results in significant synergies and further upside potential that will be shared by both companies’ shareholders. The merger is anticipated to be accretive immediately and highly accretive mid- to long-term to ExxonMobil earnings per share and free cash flow, with a long cash flow runway. ExxonMobil’s strong balance sheet combined with Pioneer’s added surplus free cash flow provides upside opportunity to enhance shareholder capital returns post-closing.

Finally, this merger represents the opportunity for even greater U.S. energy security by bringing the best technology, operational excellence, environmental best practices and financial capability to an important source of domestic supply, benefitting the American economy and its consumers.

Accelerating to Net Zero in the Permian

ExxonMobil has industry-leading plans to achieve net zero Scope 1 and Scope 2 greenhouse gas emissions from its Permian unconventional operations by 2030. As part of the transaction, ExxonMobil intends to leverage its Permian greenhouse gas reduction plans to accelerate Pioneer’s net zero emissions plan by 15 years, to 2035.

ExxonMobil will leverage the same aggressive strategy and apply its industry-leading new technologies for monitoring, measuring, and addressing fugitive methane to lower both companies’ methane emissions.

In addition, using combined operating capabilities and infrastructure, we expect to increase the amount of recycled water used in our Permian fracturing operations to more than 90% by 2030.

Transaction Details

The per-share merger consideration noted above represents an approximate 18% premium to Pioneer’s undisturbed closing price on October 5 and a 9% premium to its prior 30-day volume-weighted average price on the same day.

The Boards of Directors of both companies have unanimously approved the transaction, which is subject to customary regulatory reviews and approvals. It is also subject to approval by Pioneer shareholders. The transaction is expected to close in the first half of 2024.
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Re: Mergers and Acquisitions

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Eni Completed Neptune’s Energy Acquisition

San Donato Milanese (Milan), January 31, 2024 – Eni S.p.A (“Eni”) announces the closing of the acquisition of Neptune Energy Group Limited (“Neptune”).

The transaction comprises Neptune’s entire portfolio other than its operations in Norway (purchased at the same time by Vår Energi, listed on the Oslo Stock Exchange and 63% owned by Eni) and Germany (carved out of the transaction).

The transaction was first announced in June 2023 and aligns with Eni’s strategy of providing the market and the customers with affordable, secure, and low-carbon energy, guaranteed by natural gas.

Through this transaction, Eni integrates a high-quality and low carbon-intensity portfolio with exceptional geographic and operational complementarity to its own.

The acquired assets include Neptune’s participation in the Eni-operated Geng North-1 gas discovery, offshore Indonesia, announced in October 2023.

The acquisition is strategic in terms of increased gas production in North Africa, where Eni consolidates its position as the leading international energy company, and in Northern Europe, where the transaction opens up new CCS opportunities.

Eni regards CCS as a key lever in its decarbonization strategy and there are further possible synergies with the projects Neptune is pursuing in Norway and the Netherlands.

Vår Energi acquired the business in Norway directly from Neptune (“Neptune Norway Business”) before the completion of the Eni transaction. The carve-out of Neptune’s activities in Germany was also completed prior to the closing of the Neptune Energy Group Limited sale.

The transaction has been approved by the competent authorities of the countries involved in the deal, and the relevant antitrust regulators.
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TotalEnergies Signs an Agreement for the Acquisition of OMV’s Upstream Gas Assets in Malaysia

Paris, January 31, 2024 – TotalEnergies has signed an agreement with OMV to acquire its 50% interest in Malaysian independent gas producer and operator SapuraOMV Upstream Sdn (SapuraOMV) for a consideration of $903 million (including the transfer of a $350 million loan granted by OMV to SapuraOMV), subject to customary closing adjustments.

SapuraOMV’s main assets are its 40% operated interest in block SK408 and 30% operated interest in block SK310, both located offshore Sarawak in Malaysia. In 2023, SapuraOMV’s operated production (100%) was about 500 Mcf/d of natural gas, feeding the Bintulu LNG plant operated by Petronas, as well as 7 kb/d of condensates. On block SK408, the development of the Jerun gas field is on track for startup in the second half of the year 2024

The transaction is subject to customary conditions precedent, in particular the receipt of regulatory approvals. Closing is expected by the end of first half of 2024.

SapuraOMV also holds interests in exploration licenses in Malaysia, Australia, New Zealand and Mexico where a discovery has been made in 2023 on block 30.

“We are pleased to strengthen TotalEnergies’ position in Malaysia by becoming shareholder of the independent gas producer SapuraOMV. Over the past few years, we have developed a strategic international partnership with Petronas, the national company of Malaysia. This transaction will anchor our future growth in the country and reinforce our partnership with Petronas. With their low production costs and low GHG intensity, SapuraOMV’s assets will perfectly fit in TotalEnergies’ portfolio and participate in meeting the growing demand of gas in Asia”, said Patrick Pouyanné, Chairman and CEO of TotalEnergies.
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