Maurel & Prom : PLANNED MERGER BETWEEN MAUREL & PROM AND MPI
(Thomson Reuters ONE) -
Paris, 27 August 2015
PLANNED MERGER BETWEEN MAUREL & PROM AND MPI:
CREATING A LEADER AMONG JUNIOR OIL COMPANIES
This new combined entity will play as a sound leader well positioned to actively
take part to the sector consolidation
* Reinforced financial capacity
* a robust balance sheet permitting better access to financial markets
* a combination of diversified and significant cash flows with substantial
dividends
* cost synergies and tax savings
* a greater market capitalisation and stock liquidity likely to reinforce the
appeal for investors
* Optimized modus operandi
* both as a recognized operator
* and as a privileged partner of successful domestic operators
* A consolidated asset portfolio
* enlarged geographical diversification
* favourable product mix with already developed operated assets
The Boards of Directors of Maurel & Prom and MPI have unanimously approved the
principle of a merger between the two companies under a merger by absorption of
MPI by Maurel & Prom.
Reasons and objectives for the merger
Unlike the conditions which prevailed in 2011, Maurel & Prom and MPI currently
have to face a difficult macroeconomic environment following the sudden drop in
the price of oil, the lack of visibility related to their size, which limits
their access to the best conditions that the financial markets have to offer and
restricts their capacity for external growth in a capital-intensive industry.
The merger is a logical step in consolidation of the sector and would enable the
new company to benefit from a reinforced financial capacity resulting from:
* a combination of significant cash flows from production in Gabon and
Tanzania and dividends from Seplat in Nigeria;
* better access to financial markets; and
* substantial cost synergies and tax savings which, for example, would have
represented EUR 14.5 million for the 2014 financial year on a pro forma
basis, of which EUR 12 million in tax savings and EUR 2.5 million in
operating expenses corresponding to listing, structural and management costs
of MPI.
The merger would also enable the new entity to benefit from an attractive
combination of already developed onshore assets, offering a favourable oil
(variable price)/gas (fixed price) product mix and greater geographic
diversification combining (i) onshore operated assets generating substantial oil
production with long-term visibility (Gabon) (ii) operated assets that began
producing gas on 20 August 2015 offering exposure to East African countries
(Tanzania), (iii) a significant stake (22%) in Seplat, one of the leading
indigenous operators in Nigeria with strong potential for growth,
(iv) significant upside development and appraisal potential in
Canada and (v) exploration regions in Colombia, Myanmar and Namibia. Given the
characteristics of these assets, the new merged company would assert itself as a
leader among junior oil companies.
The consolidated entity would offer investors an attractive investment vehicle
in terms of liquidity and market capitalisation, ranking it among the top-tier
independent European oil exploration/production companies.
Terms of the merger
The proposed operation would take the form of a merger, in which MPI would be
absorbed by Maurel & Prom. This merger must be approved by the General
Shareholders' Meetings of both companies in December 2015, with retroactive
effect from 1 January 2015.
According to the indicative parity proposed by the Boards of Directors of Maurel
& Prom and MPI, dated 27 August 2015, MPI shareholders would receive 1 Maurel &
Prom share for 2 MPI shares.
The definitive exchange parity proposed to the shareholders of MPI and Maurel &
Prom will be decided at the next meeting of the Maurel & Prom and MPI Boards of
Directors, to be held mid-October, after the economic, financial, legal and
operational terms of the merger have been examined over the next few weeks.
The indicative parity takes into account the payment of an exceptional dividend
of ?45 cents per MPI share. This will be submitted for approval by the MPI
General Shareholders' Meeting called to approve the transaction and will be paid
to shareholders on the condition precedent that the transaction is approved by
the Maurel & Prom and MPI General Shareholders' Meetings.
As part of the preparatory work for the transaction, the Boards of Directors of
both Maurel & Prom and MPI also decided at their meetings on 30 July 2015 to put
in place an ad hoc committee of directors, considered independent, for the
purposes of the transaction, by their respective Board of Directors[1]. Each ad
hoc committee is in particular responsible for analysing the terms under
consideration for the planned merger and issuing recommendations to its Board of
Directors, to enable them to make any decisions on the intended merger,
including the exchange parity. In this respect, the ad hoc committee has
recommended that its respective Board of Directors approve the merger by
absorption of MPI by Maurel & Prom, as well as the proposed indicative parity
for the transaction, and that they undertake an in-depth examination of the
terms of the plan over the next few weeks.
At the recommendation of its ad hoc committee, the MPI Board of Directors has
decided to voluntarily appoint the auditors Associés en finance, represented by
M. Arnaud Jacquillat as an independent expert with a mandate to appraise the
fairness of the financial conditions offered to MPI shareholders under the
merger, it being stipulated that this independent expert must adhere to the
regulations applicable to independent experts appointed pursuant to the General
Regulations of the French Financial Markets Authority (Autorité des marchés
financiers, AMF). The work of the independent expert will be overseen by the ad
hoc committee established by the MPI Board of Directors.
Maurel & Prom and MPI will also file a joint motion to appoint a merger auditor
proposed by the ad hoc committees of the Maurel & Prom and MPI Boards of
Directors to the Presiding Judge of the Paris Commercial Court. Pursuant to the
applicable legal provisions and regulations, the merger auditor must check that
the proposed parity is fair for all of the shareholders of Maurel & Prom and
MPI.
The merger auditor's report, the independent expert's fairness opinion, the
draft merger agreement and an information document on the transaction which will
be registered by the Autorité des marchés financiers will be available no later
than one month before the General Shareholders' Meetings of Maurel & Prom and
MPI called to make a decision on the merger, pursuant to the applicable legal
provisions and regulations.
The transaction will be subject to certain usual conditions precedent,
particularly confirmation by the AMF that the merger will not result in any
obligation for Pacifico to buy back the shares of Maurel & Prom and MPI under
Article 236-6 of the AMF General Regulations.
The deal will be presented to shareholders, financial analysts and investors
via webcast at 10:00 am (Paris time) on 28 August 2015 at the following link:
http://edge.media-server.com/m/p/m8wepxjk/lan/en
The presentation will also be available to the public on the Maurel & Prom and
MPI websites.
www.maureletprom.fr and www.MPIenergy.com
Maurel & Prom: Press contacts, shareholder and investor relations
Tel: +33 1 53 83 16 45
ir(at)maureletprom.fr
MPI: Press contacts, shareholder and investor relations
Tel: +33 1 53 83 55 44
ir(at)mpienergy.com
Important information
This press release does not constitute and shall not be construed as an offer or
the solicitation of an offer to purchase, sell or exchange any securities of
MAUREL & PROM et MPI. In particular, it does not constitute an offer or the
solicitation of an offer to purchase, sell or exchange of securities in any
jurisdiction (including the US, the United Kingdom, Australia, Canada and Japan)
in which it would be unlawful or subject to registration or qualification under
the laws of such jurisdiction.
In connection with the proposed transaction, the required information documents
will be filed with the Autorité des Marchés Financiers ("AMF"). Investors and
shareholders are strongly advised to read, when available, the information
documents that have been filed with the AMF because they will contain important
information.
Shareholders and investors may obtain free copies of documents filed with the
AMF at the AMF's website at www.amf-france.org or directly from MAUREL & PROM's
website (www.maureletprom.fr) or MPI's website (www.mpienergy.fr).
Forward-looking statements
This press release contains statements on the prospects and growth strategies of
MAUREL & PROM and MPI, based on assumptions and estimates. These forward-looking
statements mainly relate to the financial position, results, business and
industrial strategy of MAUREL & PROM and MPI. By nature, forward-looking
statements contain risks and uncertainties to the extent that they are based on
events or circumstances that may or may not happen in the future. These
perspectives are based on assumptions that we believe to be reasonable, but
which may prove to be incorrect and which depend on a number of risk factors,
such as fluctuations in crude oil prices, changes in exchange rates,
uncertainties related to the valuation of our oil reserves, actual rates of oil
production and the related costs, operational problems, political stability,
legislative or regulatory reforms, and even wars, terrorism and sabotage.
--------------------------------------------------------------------------------
[1] The Maurel & Prom ad hoc committee is made up of four independent directors,
within the meaning of the AFEP-MEDEF corporate governance code to which Maurel &
Prom adheres, and the MPI ad hoc committee is made up of three directors, two of
whom are independent within in the meaning of the Middlenext corporate
governance code to which MPI adheres. All directors who are members of the
Maurel & Prom and MPI ad hoc committees have been considered independent, for
the purposes of the transaction, by their respective Board of Directors.
Annonce ENG.pdf:
http://hugin.info/155421/R/1948062/707536.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Maurel & Prom via GlobeNewswire
[HUG#1948062]
Unternehmensinformation / Kurzprofil:
Datum: 27.08.2015 - 17:58 Uhr
Sprache: Deutsch
News-ID 416436
Anzahl Zeichen: 12749
contact information:
Town:
Paris
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 208 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Maurel & Prom : PLANNED MERGER BETWEEN MAUREL & PROM AND MPI"
steht unter der journalistisch-redaktionellen Verantwortung von
Maurel & Prom (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
