Vår Energi AS (OB:VAR) entered into an agreement to acquire Neptune Energy Norge AS from Neptune Energy Group Holdings Limited for an enterprise value of $2.3 billion on June 23, 2023. The consideration will be paid in cash and total consideration will include customary adjustments for cash, debt and working capital as at December 31 2022. Consideration will be financed through available liquidity and credit facilities and is expected to strengthen future dividend capacity. In a related transaction, Eni S.p.A has agreed to acquire the remaining assets of Neptune group outside of Norway and Germany in a separate transaction. Completion of both transactions is inter-conditional. Following completion, Neptune Norway will be merged into Vår Energi. All Neptune Norway employees will become employees of Vår Energi upon the consolidation of the two companies. The transaction is subject to certain customary closing conditions, including regulatory approvals from competition authorities and the Norwegian Ministry of Petroleum and Energy and the Ministry of Finance. The effective date of the Transaction will be January 1, 2023, with expected completion in the first quarter of 2024. The acquisition will add scale, diversification and longevity to Vår Energi?s portfolio. The acquired assets are complementary to ffår energi?s current portfolio and highly cash generative with low production cost and limited near-term investments.

J.P. Morgan and SpareBank 1 Markets AS acted as financial advisors, Advokatfirmaet Schjødt As acted as legal advisor, Deloitte acted as financial and tax advisor to Vår Energi. Goldman Sachs International and N M Rothschild & Sons Limited acted as financial advisors, Advokatfirmaet Thomas Svensen and Trond Lingaas of BAHR AS and Graham Watson and Alon Gordon, Toby Bingley, Tom Godwin and Charles Hayes of Freshfields Bruckhaus Deringer LLP acted as legal advisor to Neptune Energy.

Vår Energi AS (OB:VAR) completed the acquisition of Neptune Energy Norge AS from Neptune Energy Group Holdings Limited for $2.3 billion on January 31, 2024. As a part of closing, Neptune Norway will operate as a fully owned subsidiary of Vår Energi and change the name to Vår Energi Norge AS and from May 1, 2024, all employees of Vår Energi Norge AS will be fully integrated into the Vår Energi ASA organisation. The completion of the Transaction, which was announced on June 23, 2023, follows fulfilment of all closing conditions including relevant regulatory approvals. The net cash consideration paid upon completion less cash available in Neptune Energy Norge was approximately $1.200 million.