Lundin Energy AB (publ) and Aker BP ASA announced on 21 December 2021 that the companies had entered into an agreement regarding a combination of Aker BP and Lundin Energy’s exploration & production business.

The combination will be carried out as a statutory cross-border merger in accordance with Norwegian and Swedish law, through which Aker BP will absorb a company that contains Lundin Energy’s exploration & production business. Shortly before the completion of the merger, the shares in the exploration & production company will be distributed to the shareholders of Lundin Energy through a so-called lex asea dividend. The merger consideration payable to the shareholders consists of a total of USD 2.22 billion in cash and 271,910,019 shares in Aker BP (represented by Swedish Depository Receipt). Based on Sveriges Riksbank’s exchange rates and the closing price of Aker BP’s share on the Oslo Stock Exchange on 20 December 2021, the total value of the merger consideration corresponds to SEK 100.17 billion.

Completion of the combination is conditional upon, among other things, the combination being approved at the general meetings of shareholders in Lundin Energy and Aker BP, respectively, and that Aker BP receives necessary governmental clearances. The board of directors of Lundin Energy recommends the shareholders to vote in favour of the combination at the annual general meeting 2022.

Lundin Energy AB and its renewable energy business is not part of the combination and, accordingly, the company will remain listed on Nasdaq Stockholm after the combination.

Gernandt & Danielsson advises Lundin Energy with a team consisting of partner Carl Westerberg, counsel Pär Johansson, senior associates Daniel Sveen and Christopher Escalante and associate Philip Börnå.