Aker BP ASA (OB:AKRBP) entered into a transaction agreement to acquire Oil and gas business of Lundin Energy AB (publ) (OM:LUNE) for approximately SEK 100 billion on December 21, 2021. Aker BP will pay $2.22 billion (SEK 20.3 billion) in cash and 0.950985 new share in Aker BP for every Target share as a part of consideration. Lundin Energy AB shareholders will in total receive approximately 43% economic ownership in the Combined Company, corresponding to in total approximately 271,910,019 shares in Aker BP. This represents a cash consideration of SEK 71 and a share consideration of SEK 279.3 for each Target share. Aker BP intends to finance the cash portion of the consideration in relation to the Merger through financing by way of a bridge loan on terms customary for a transaction of this kind with Skandinaviska Enskilda Banken AB, BNP Paribas and DNB. The combination shall be made through a statutory merger (the “Merger”), whereby the merged company will become the second largest oil and gas producer on the Norwegian Continental Shelf (the “Combined Company”). The Merger will be implemented by Aker BP absorbing the Oil and gas business of Lundin Energy AB (Target). Lundin Energy's shares in Target will be distributed to the shareholders of Lundin Energy by way of a so-called Lex Asea dividend, where each share in Lundin Energy will entitle to one share in Target, upon which Target will merge with Aker BP. Following the Merger, Aker BP's executive management team will run the Combined Company. The Target executive management team shall remain available to the Combined Company for a period of three months after completion of the transaction to ensure an orderly transition. All personnel of Lundin Energy's oil and gas assets in Norway will remain employed by Aker BP upon completion and will have a work location in Oslo, Norway. Øyvind Eriksen, Karl Johnny Hersvik and David Tønne will continue to serve as the Chairman of the Board of Directors, Chief Executive Officer and Chief Financial Officer of Aker BP, respectively. Ashley Heppenstall is joining as a new Lundin-nominated board member. Karl Johnny Hersvik, Chief Executive Officer of Aker BP to lead the combined company. Combined entity will be headquartered at Fornebu and listed on Euronext Oslo Børs.

The completion of the merger is subject to, inter alia, approval by 66.67% shareholders of Aker BP and shareholders of Lundin Energy at their respective general meetings, which are currently expected to be summoned no later than February 28, 2022, as well as approval from relevant authorities. Merger is subject to all necessary regulatory, governmental or similar clearances, approvals and decisions (including from competition authorities, securities laws authorities and from the Norwegian Ministry of Petroleum and Energy and the Norwegian Ministry of Finance). The boards of Aker BP and Lundin Energy believe that the Merger is to the benefit of each respective company and its shareholders. Both boards consider the exchange ratio to be reasonable and unanimously recommend their respective shareholders to approve the Merger. Aker Capital AS and BP Exploration Operating Company Ltd, together representing 65% of the capital and votes in Aker BP, and Nemesia s.a.r.l., representing 33.4% of the capital and votes in Lundin Energy, support the Merger and have undertaken to vote to approve the Merger at the respective companies' general meetings. Completion of the Merger will not be subject to any financing condition. The general meeting approved the merger plan for the merger of Aker BP ASA and Lundin Energy and the corresponding share capital increase in connection with the merger. As of May 2, 2022, Aker BP announced that it has now received all necessary approvals from the Norwegian Ministry of Petroleum and Energy, the Norwegian Ministry of Finance, and the Norwegian Competition Authority, for the completion of the contemplated merger between Aker BP and Lundin Energy's E&P business. As of March 7, 2022, the deal is expected to close in June 2022. As of May 3, 2022, the transaction is expected to complete by mid-year 2022. As of June 8, 2022, Swedish Companies Registration Office has in accordance with chapter 23, section 46 of the Swedish Companies Act issued its certificate confirming that the part of the Merger that is governed by Swedish law has taken place in the prescribed manner. The Merger is expected to be completed on 30 June 2022 by final registration in the Norwegian Register of Business Enterprises.

Merger is expected to be fully implemented in the end of the second quarter of 2022 or in the beginning of the third quarter of 2022. The proposed combination has strategic, and value accretive benefits and the Combined Company will be characterized by increased scale, world-class quality, and high returns, which includes, credit accretive through enhanced balance sheet resilience and increased scale. Skandinaviska Enskilda Banken AB (publ) (OM:SEB A) acted as financial advisor and Advokatfirmaet BAHR AS and Hannes Snellman Attorneys Ltd acted as legal advisors to Aker BP ASA. Barclays PLC (LSE:BARC) acted as legal advisor and Carl Westerberg and Pär Johansson of Gernandt & Danielsson Advokatbyrå KB and Advokatfirmaet Schjødt As acted as legal advisors to Lundin Energy AB. Morgan Stanley acted as financial advisor to BP Exploration Operating Company.