Malaysia’s Sapura Energy and Austria’s OMV have signed a Share Subscription Agreement and a Shareholders’ Agreement to form a strategic partnership.
Under the agreement, OMV will buy a 50 per cent stake of the issued share capital in a newly-formed joint venture company, SEB Upstream (SUP). This is based on a total enterprise value of up to US$1.6 bln which comprises an equity value of up to $1,250 mln and debt of $350 mln.
OMV will pay $540 mln for a 50 per cent interest in SUP at closing by subscribing to newly issued shares. In addition, the parties agreed to an additional consideration of up to $85 mln based on certain conditions mainly linked to the resource volume in Block 30, Mexico at the time of taking the final investment decision. Both parties have also agreed to refinance the existing intercompany debt of $350 mln.
“The oil and gas demand is expected to increase by 20 per cent until 2030 in Malaysia and OMV is taking the opportunity to capitalize on this growing market. The cooperation will allow OMV to enter into a partnership with a highly esteemed regional independent company and will support our Upstream strategy towards establishing Australasia as a new core region,” said Rainer Seele, CEO and Chairman of the Executive Board, OMV Group.
Johann Pleininger, OMV Board Member Upstream and Deputy Chairman of the Executive Board said: “This acquisition will add attractive reserve volumes to our portfolio and result in a significant near-term increase in production. As Asia Pacific is an attractive growing market, Malaysia will represent OMV’s platform for further regional growth.”
“OMV’s expansion strategy into Asia Pacific bodes well with Sapura Upstream’s long-term growth targets. We believe the partnership will create sustainable growth for the business, realising synergies from both sides to achieve our vision of creating the largest regional independent O&G company,” said Tan Sri Dato’ Seri Shahril Shamsuddin, President and Group Chief Executive Officer, Sapura Energy.
As part of the agreement, the management of the partnership will be based in Malaysia and there will be equal representation from both sides for the board of directors. OMV intends to fully consolidate Sapura Upstream in its financial statements.
Completion of the transaction is subject to conditions including Sapura Energy’s shareholder approval, Petronas approval and other third party consents as well as finalisation of the transaction documents including ancillary agreements.