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Receipt of all necessary governmental approvals for the Combination between Lundin Energy’s E&P business and Aker BP

Receipt of all necessary governmental approvals for the Combination between Lundin Energy’s E&P business and Aker BP

Receipt of all necessary governmental approvals for the Combination between Lundin Energy’s E&P business and Aker BP

02 May 2022

Lundin Energy AB (“Lundin Energy”) is pleased to announce that Lundin Energy and Aker BP have received all necessary approvals from the Norwegian Ministry of Petroleum and Energy, Norwegian Ministry of Finance and the Norwegian competition authority, for the completion of the combination between Lundin Energy’s E&P business and Aker BP (the “Combination”).

As previously communicated the Combination was approved by the shareholders of Lundin Energy and Aker BP, respectively, at Lundin Energy’s AGM on 31 March 2022 and Aker BP’s AGM on 5 April 2022.

Completion of the Combination is expected to take place on 30 June 2022.

For further details of the Combination, please visit the Lundin Energy website: https://www.lundin-energy.com/investors/combination-proposal/



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Publication of Exemption Document in relation to the proposed Combination with Aker BP

Publication of Exemption Document in relation to the proposed Combination with Aker BP

Publication of Exemption Document in relation to the proposed Combination with Aker BP

09 March 2022

Lundin Energy AB (”Lundin Energy”) is pleased to note the publication of an Exemption Document, prepared by Aker BP ASA (”Aker BP”), in relation to the proposed combination (the ”Combination”) between Lundin Energy’s E&P business and Aker BP.

The Exemption Document includes among other things:

  • Relevant risk factors applicable to the Combination and the combined company
  • Business overview of Aker BP and Lundin Energy’s E&P business
  • Unaudited pro forma financial statements for the financial year 2021 which has been prepared as if the Combination had taken place on 1 January 2021

Completion of the Combination is conditional upon, among other things, the Combination being approved at the Annual General Meetings of Lundin Energy and Aker BP, respectively, and receipt of necessary governmental clearances. According to a preliminary timetable, completion of the Combination is planned to occur late in the second quarter 2022

The Exemption Document is available on www.lundin-energy.com and www.akerbp.com.

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Aker BP Exemption Document
09.03.2022, 1.8 MB

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Merger plan for the combination with AkerBP signed and filed for registration

Completion of Wisting acquisition

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.