Proposed acquisition of Neptune Energy by Eni and Vår Energi

Proposed acquisition of Neptune Energy by Eni and Vår Energi

Neptune Energy today announced that Eni International BV (“Eni”) has signed a sale and purchase agreement to acquire Neptune Energy Group Limited (“Neptune”), with Vår Energi ASA (“Vår Energi”) simultaneously signing an interconditional sale and purchase agreement to acquire Neptune Energy Norge AS for an aggregate enterprise value (subject to customary adjustments) of $4.9 billion.

Neptune’s business in Germany is not part of the transactions and will continue to be owned and operated by the ultimate existing Neptune shareholders as a standalone group.

Clear strategic and value drivers
The Boards of Eni, Vår Energi and Neptune believe the proposed combinations will enhance their technical and financial capabilities to provide energy security and participate in the energy transition.

The existing upstream portfolios of the companies are low carbon intensity gas-focused, with complementary geographic exposure, providing Eni and Vår Energi with increased scale in growth areas and high-value markets, and enhanced decarbonisation opportunities.

Conditions for completion
Completion of the acquisitions is conditional upon, among other things, the receipt of necessary regulatory and governmental clearances. The transactions are expected to close by the end of Q1 2024.

Sam Laidlaw, Executive Chairman of Neptune Energy, said: “Since Neptune’s formation in 2018, we have invested in the business and transformed the organisation, resulting in material improvements in safety, operational performance and cost efficiency.

“I am incredibly proud of Neptune’s achievements over the past five years – and the hard work and dedication of so many people across our organisation, who, together with our shareholders, have contributed to the growth and success of the business.

“This transaction offers a new and exciting phase for Neptune, with significant growth opportunities supporting energy security and the energy transition, which will benefit from Eni’s and Vår Energi’s larger scale and available resources.”

Advisors
Neptune Energy and its shareholders were advised on the transaction by Goldman Sachs International, Rothschild & Co, Freshfields Bruckhaus Deringer LLP and Advokatfirmaet BAHR AS.

About Neptune Energy Group
Neptune Energy is an independent global E&P company with operations across Europe, North Africa, and Asia Pacific. The business had production of 135,000 net barrels of oil equivalent per day in 2022 and 2P reserves at 31st December 2022 of 552 million barrels of oil equivalent. Neptune aims to store more carbon than is emitted from its operations and the use of its sold products by 2030. The Company, founded by Sam Laidlaw, is owned by CIC and funds advised by Carlyle Group and CVC Capital Partners and certain management owners.

More information: www.neptuneenergy.com

About Eni
Eni is a global, integrated energy company dedicated to achieving carbon neutrality by 2050. Eni is active at every stage of the value chain: from natural gas and oil to co-generated electricity and renewables, including both traditional and bio refining and chemicals.

Eni has more than 32,000 employees with operations spanning across 62 countries. It has its headquarters in Milan, Italy.

To learn more, please visit www.eni.com.

About Vår Energi
Vår Energi is a leading independent upstream oil and gas company on the Norwegian continental shelf (NCS). It is committed to deliver a better future through responsible value driven growth based on over 50 years of NCS operations, a robust and diversified asset portfolio with ongoing development projects, and a strong exploration track record. Its ambition is to be the safest operator on the NCS, the partner of choice, an ESG leader with a tangible plan to reduce emissions from our operations by 50% within 2030.

Vår Energi has more than 900 employees and equity stakes in 39 fields and the company produced net 220,000 boe per day in 2022. It has its headquarters outside Stavanger, Norway, with offices in Oslo and Hammerfest. To learn more, please visit www.varenergi.no.

Disclaimers
Goldman Sachs International is acting for Neptune Energy in connection with these transactions and no one else and will not be responsible to anyone other than Neptune Energy for providing the protections afforded to its clients nor for giving advice in relation to these transactions or any other matter referred to herein.
N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting for Neptune Energy in connection with these transactions and no one else and will not be responsible to anyone other than Neptune Energy for providing the protections afforded to its clients nor for giving advice in relation to these transactions or any other matter referred to herein.