Merger plan for the combination with AkerBP signed and filed for registration
15 February 2022
On 21 December 2021, Lundin Energy AB (publ) (“Lundin Energy” or the “Company”) announced that the Company and Aker BP ASA (“AkerBP”) had reached an agreement to combine the Company’s E&P business with AkerBP (the “Combination”). The Combination will be carried out as a statutory cross-border merger in accordance with Norwegian and Swedish law, through which AkerBP will absorb Lundin Energy MergerCo AB (publ) (“MergerCo”), a currently wholly-owned subsidiary of Lundin Energy which at the time of the completion of the Combination will consist of Lundin Energy’s E&P business. Shortly before the completion of the Combination, all shares in MergerCo will be distributed to the shareholders of Lundin Energy through a so-called Lex Asea dividend and, thereafter, AkerBP will pay the merger consideration directly to the new shareholders of MergerCo.
The boards of directors of MergerCo and AkerBP have now signed the merger plan regarding the Combination and filed it for registration with the Companies Registration Offices in Norway and Sweden, respectively. The merger plan will be published on Lundin Energy’s website, www.lundin-energy.com, and AkerBP’s website, www.akerbp.com.
Completion conditions and indicative timetable
Completion of the Combination is conditional upon, among other things, the Combination being approved at the Annual General Meetings of Lundin Energy and AkerBP, respectively, and that AkerBP receives necessary governmental clearances.
As previously communicated, Lundin Energy AB (publ) and its renewable energy business is not part of the Combination and, accordingly, the Company will remain listed on Nasdaq Stockholm after the Combination.
The parties have agreed on the following updated indicative timetable for the Combination process.
• Notice of Annual General Meeting of Lundin Energy: 25 February 2022
• Publication of description of the new Lundin Energy and its renewable energy business: 7 March 2022
• Publication of AkerBP’s merger document: 10 March 2022
• Annual General Meeting of Lundin Energy: 31 March 2022
• Annual General Meeting of AkerBP: 5 April 2022
• Completion of the Combination: 30 June 2022
THESE MATERIALS DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO PURCHASE THE SECURITIES DESCRIBED IN SUCH MATERIALS IN THE UNITED STATES. IN PARTICULAR, ANY SECURITIES REFERRED TO IN THESE MATERIALS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.