Wintershall makes offer to acquire Revus Energy ASACash offer of NOK 110 per share or EUR 581 million in total provides attractive premium / Revus Energy ASA’s Board of Directors supports offer / Acquisition strengthens the activities of Wintershall in Norway significantly and opens further growth potential in its core region North West Europe
Kassel. Wintershall Holding Aktiengesellschaft (“Wintershall”) today (27 October 2008) announces that it plans to acquire Revus Energy ASA, Stavanger, Norway (“Revus”), an oil and gas exploration and production company listed on the Oslo Stock Exchange with shares in 60 licenses in Norway and Great Britain, by making, through its wholly owned subsidiary Wintershall Norwegen Explorations- und Produktions-GmbH, a voluntary offer to acquire all outstanding shares of Revus for NOK 110 per share. The purchase price of the proposed transaction amounts to approximately EUR 581 million.
Wintershall and Revus have reached a transaction agreement in which the Board of Directors of Revus supports Wintershall’s offer and recommends its acceptance to Revus’s shareholders. The offer price represents a 145 percent premium compared to the closing share price on 24 October 2008 (the last trading day prior to this announcement) and a 44 percent premium to the average share price based on the closing prices of the Oslo Stock Exchange for the last 6 months of NOK 76.21.
Wintershall considers the all cash offer to be an attractive premium on Revus’s current share price and for Revus’s shareholders.
The acquisition of Revus represents an excellent strategic fit with the activities of Wintershall, a wholly-owned subsidiary of BASF SE.
“With its high quality development and exploration portfolio Revus strongly improves Wintershall’s asset base in the North Sea, especially in Norway.
The activities of Revus lie in a politically and economically stable environment and geographically balance Wintershall’s portfolio. We are impressed by the strong geological know-how of Revus’s employees and we will retain these strengths to ensure further growth”, says Reinier Zwitserloot, Chairman of the Board of Executive Directors of Wintershall. “Our attractive cash offer gives Revus’s shareholders the opportunity to realize the full value of their investment plus an attractive premium immediately“, Zwitserloot adds.
“The acquisition combines Wintershall’s North Sea offshore expertise with Revus‘s excellent understanding and proven track record on the Norwegian and UK continental shelves with significant potential for further organic growth and investment opportunities in Norway”, underlines Harald Vabø, Chief Executive Officer of Revus Energy ASA.
The offer is based on a completed confirmatory due diligence to the satisfaction of Wintershall and will be presented in an offer document complying with the requirements of the Norwegian Securities Trading Act. The offer document will be submitted to the Oslo Stock Exchange for approval before being circulated to all of Revus’s shareholders. The offer will be subject to conditions for acceptance from more than 90 percent of the shares in Revus, approvals from relevant authorities, including competition authorities as well as further necessary third party consents, no material adverse change up until the expiry of the offer period and other customary conditions respectively. The complete details of the offer, including all terms and conditions, will be included in the offer document, which is expected to be sent to Revus’s shareholders during the week of 10 November 2008.
Revus’s Board of Directors has unanimously recommended that its shareholders accept the offer. The formal recommendation from the Board of Directors will be made public through the Oslo Stock Exchange in accordance with the Norwegian Securities Trading Act.
Wintershall currently has obtained pre-acceptances of the offer for 26.6 percent of the shares in Revus whereby said shareholders have undertaken to accept the offer unless a higher offer is presented and Wintershall elects not to match such competing offer within three trading days.
Wintershall, based in Kassel, Germany, is a wholly-owned subsidiary of BASF SE in Ludwigshafen. The company has been active in the exploration and production of crude oil and natural gas for over 75 years. Wintershall focuses on selected core regions, where the company has built up a high level of regional and technological expertise. These are Europe, North Africa, South America, as well as Russia and the Caspian Sea region. Today the company is Germany’s largest producer of crude oil and natural gas and with its subsidiary, WINGAS, it is also an important gas supplier on the German and European markets.
This release is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. This release has been prepared by Wintershall Holding AG. No representation or warranty (express or implied) of any nature is given, nor is any responsibility or liability of any kind accepted, with respect to the truthfulness, completeness or accuracy of any information, projection, statement or omission in this presentation. This release does not constitute, nor does it form part of, any offer or invitation to buy, sell, exchange or otherwise dispose of, or issue, or any solicitation of any offer to sell or issue, exchange or otherwise dispose of, buy or subscribe for, any securities, nor does it constitute investment, legal, tax, accountancy or other advice or a recommendation with respect to such securities, nor does it constitute the solicitation of any vote or approval in any jurisdiction, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction (or under exemption from such requirements).