The boards of directors of Det norske oljeselskap ASA and Aker Exploration ASA have approved the merger plan that specifies the further merger process between the two companies.
On 24 August 2009, the boards of directors of Det norske oljeselskap ASA (DETNOR) and Aker Exploration ASA (AKX) entered into an integration agreement. On 16 September 2009, the companies’ boards of directors entered into the merger plan which specifies the further merger process.
The agreed conversion ratio will remain as announced. i.e. DETNOR’s shareholders will receive 82 per cent of the shares of the merged company, while AKX’s shareholders will receive 18 per cent. No material amendments have been made to other announced terms of the merger. Hence, Det norske shareholders will receive 1.403328 shares in Aker Exploration for every share in Det norske.
The two companies will submit notice to extraordinary general meetings where the shareholders will be invited to vote for approval of the proposed merger. The general meetings will be held no later than a month after the merger plan is dispatched to the shareholders of the companies. The dispatch is expected to be done immediately. An information memorandum approved by Oslo Børs is aimed to be disclosed by week 40.
The merger is expected to be registered and completed within year 2009.The merged company will be named Det norske oljeselskap ASA. It is a premise for the merger that the shares of the merged company will resume trading on the Oslo Børs. Aker ASA will be the largest shareholder in the company, holding approximately 30 per cent of its shares.
The merger between Det norske and Aker Exploration unites two Norwegian exploration companies that have each succeeded in building up sizeable licence portfolios on the Norwegian continental shelf over the past few years. The merged company will be the second largest oil company on the Norwegian continental shelf by a good margin in terms operatorships and exploration activity. The combined company will be operator for 32 licences and it will have a total of 70 licences in its portfolio.
The nomination committee of Det norske, assigned as nomination body for selection of the board of directors to the merged company pursuant to the integration agreement, proposes the following board members:
Kjell Inge Røkke (chairman of the board), Berge Gerdt Larsen, Maria Moræus Hanssen, Hege Sjo and Kaare M. Gisvold.
Tore Lilloe-Olsen, Marianne Elisabeth Johnsen and Lone Fønss Gjørup Schrøder are proposed as deputy board members.
As soon as possible after the merger is completed, two board members are to be selected by and from the merged company’s staff.
The management of the merged company will consist of:Erik Haugane (CEO), Øyvind Bratsberg (Deputy CEO), Finn Øistein Nordam (CFO) and Lars Thorrud (Executive Director Business Development).
CEO & President and CFO of Aker Exploration resign their positions and terminate their conditions of employment in the company in connection with the completion of the merger.
The completion of the merger presupposes the necessary authorisations from authorities and third parties, and is further contingent on resumed trading on Oslo Børs for the merged company.
About Det norske:
Det norske is the second-largest operating company on the Norwegian Shelf in terms of number of operatorships and exploration activity. Det norske’s current portfolio consists of 28 operatorships and in addition partnership in further 26 licenses. Det norske is operator for the Frøy Field and will be operating nine exploration wells in the North Sea and the Norwegian Sea in 2009.
The company has all of its operations on the Norwegian continental shelf. Det norske currently employs a staff of 140. The company’s registered office is in Trondheim, and headquarter functions are divided between Trondheim and Oslo. In addition, the company has offices in Harstad and Stavanger.
|Second quarter||First six months||Full year|
|Key figures (Mill NOK)||2009||2008||2009||2008||2008||2007||2006|
|Earnings before taxes||-401||-66||-443||-111||-416||-247||-136|
|Equity capital||3 621||3 517||3 621||3 517||3 691||3 563||807|
|Assets||5 493||6 413||5 493||6 413||5 158||6 426||941|
About Aker Exploration:
Aker Exploration has ownership in 22 licenses on Norwegian Shelf, and is operator for two of these. The company has its attention on the northern parts of the North Sea, the Norwegian Sea and the Barents Sea. Aker Exploration employs a staff of 30 at its offices in Stavanger and Oslo.
|Second quarter||First six months||Full year|
|Earnings before taxes||(253)||(191)||(341)||(293)||(261)||(300)||(37)|
|Assets||1 587||1 358||1 587||1 358||1 409||1 353||1 456|
This announcement is not to be distributed or published in the United States of America, Australia, Japan, Canada, New Zealand or any other country where distribution or publication requires further registration or other actions beyond requirements pursuant to Norwegian law.
This information is subject of the disclosure requirements acc. to §5-12 the Norwegian Securities Trading Act.