PARIS (LP) – PT Pertamina (Persero) (“Pertamina”) and Pacifico announced that PT Pertamina Internasional Eksplorasi dan Produksi (“PIEP”), a wholly owned subsidiary of Pertamina, purchased all the shares held by Pacifico in Etablissements Maurel et Prom (“Maurel & Prom”), representing 47,916,026 shares valued at €201.2m corresponding to 24.53% of the share capital of Maurel & Prom, the company listed on Euronext Paris (ISIN code FR0000051070). This block trade follows the agreement signed between Pertamina and Pacifico on July 31st 2016 whose condition precedents have been cleared on August 25th.
The block trade has been completed for €4.20 per share, plus a €0.50 earn-out per share payable if, from January 1st 2017 (included) to December 31st 2017 (included), the Brent price remains above USD 65 per barrel during all trading days within a period of ninety consecutive calendar days.
Should Maurel & Prom’s Board of Directors deliver a favourable reasoned advice on the offer following the conclusions of the report from the independent expert, PIEP undertook to file, to the French market authority, a voluntary tender offer on (i) all Maurel & Prom shares under the same conditions as those offered to Pacifico and on (ii) 2019 and 2021 convertible bonds at their par value plus accrued interests. The schedule of the operation is expected to be completed by the end of 2016.
Maurel & Prom‘s Board of Directors has unanimously indicated that it supports the offer and has the intention to recommend the shareholders to tender their shares. In accordance with applicable regulation, Maurel & Prom’s Board of Directors will deliver its definitive reasoned opinion on the tender offer once it has obtained the fairness opinion from Ledouble, the independent expert it has appointed.
Moreover Maurel & Prom‘s Board of Directors accepted Mr. Emmanuel de Marion de Glatigny resignation and appointed Mr. Denie S.Tampubolon as new director representing Pertamina.
Upon completion of the transaction, Maurel & Prom will continue to develop its current operations while also functioning as an arm of Pertamina and PIEP in implementing their strategy for international upstream growth.
Pertamina is advised by Crédit Agricole Corporate and Investment Bank as exclusive financial advisor and Hogan Lovells as legal advisor. Pacifico is advised by BCTG Avocats as legal advisor. (***)