LETTERONE & BASF MERGER

LETTERONE - LetterOne and BASF sign Letter of Intent to merge their oil and gas businesses

BASF and L1 Energy, the energy investment arm of LetterOne, announce their intention to merge their oil and gas subsidiaries

• Wintershall DEA to be one of the largest independent European exploration and production companies
• Wintershall DEA to be governed jointly by L1 Energy and BASF, with joint headquarters in Hamburg and Kassel
• IPO envisaged in the medium term
• Closing could be expected in the second half of 2018, subject to customary regulatory approvals, completion of due diligence process, and negotiation of definitive transaction agreements. There is no assurance that the intended transaction will be consummated.

LetterOne announced today it has signed a Letter of Intent with BASF to combine the parties' oil and gas businesses in a joint venture. The new merged entity would operate under the name Wintershall DEA.

By combining these activities, the companies strive to create a sound footing for sustainable long-term growth, optimize the portfolio of the combined business, and realize synergies. Wintershall DEA would have significant growth potential and be one of the largest independent European exploration and production companies. In the medium term, L1 Energy and BASF intend to list Wintershall DEA through an IPO.

Wintershall DEA's Chief Executive Officer will be determined by BASF, with the Deputy Chief Executive Officer being determined by L1 Energy. The company shall be headquartered jointly in Hamburg and Kassel.

Lord Browne, the Executive Chairman of L1 Energy and Chairman of the Supervisory Board of DEA, said: "Wintershall DEA will be one of Europe's largest independent E&P Companies, with the scale needed to generate sustainable growth long into the future. We look forward to creating jointly with BASF a new company, with activities in new places, new perspectives and new prospects for the future"

In the coming months, L1 Energy and BASF will prepare and conduct a confirmatory due diligence process and negotiate definitive transaction agreements. Closing could be expected in the second half of 2018, subject to customary regulatory approvals. Until closing, DEA and Wintershall will continue to operate as independent companies. There is no assurance that LetterOne and BASF will enter into definitive transaction agreements or that the intended transaction will be consummated.

In order to form Wintershall DEA, it is intended that L1 Energy will contribute DEA into Wintershall against issuance of new shares to L1 Energy. Based on the valuation of the exploration and production businesses, BASF shall initially hold 67% and L1 Energy shall hold 33% of Wintershall DEA. In this shareholding ratio, Wintershall's gas transportation business is not accounted for. As of closing, Wintershall DEA shall issue a mandatory convertible bond to BASF reflecting the value of Wintershall's gas transportation business. No later than 36 months after closing, this bond shall be converted into additional shares in Wintershall DEA for BASF.

DEA's average production in 2016 was 138,000 barrels of oil equivalent (BOE) per day. The combined business would have had pro-forma production of approximately 590,000 BOE per day in the same period. Based on the combined proven reserves (1P) of 2.1 billion BOE at the end of 2016, the reserve to production ratio of the combined business would be around 10 years.

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Earlier:

WINTERSHALL:					LETTERONE:
2017, April, 25, 18:40:00 NORD STREAM - 2 INVESTMENT Nord Stream 2 AG signed financing agreements for the Nord Stream 2 pipeline project with ENGIE, OMV, Shell, Uniper and Wintershall.					2016, August, 31, 18:30:00 LETTERONE IS LOOKING LetterOne, Russian billionaire Mikhail Fridman's investment vehicle, is looking at acquisitions in renewable energy and oil assets in the North Sea outside of Britain, its executive chairman John Browne told.
2017, March, 3, 18:55:00 GAZPROM'S $11 BLN The group was forced in August to abandon plans to split the cost of the 1,200km Nord Stream 2 pipeline under the Baltic Sea with the project’s European partners Engie, OMV, Wintershall, Shell and Uniper.					2015, October, 15, 19:35:00 THE NEW RUSSIAN EMPIRE - 10 DEA Deutsche Erdoel (DEA), a company based in Germany controlled by Russian billionaire Mikhail Fridman’s investment firm LetterOne, signed an agreement to buy 100% of E.ON’s shares in E.ON E&P Norge for $1.6 billion, explaining that the transaction will allow DEA doubling its current production in Norway.
2016, May, 27, 20:05:00 СЕВЕРНЫЙ ПОТОК - 2: € 8 МЛРД. Nord Stream 2 – консорциум будущих акционеров проекта, куда входят «Газпром», BASF/Wintershall, Uniper, Engie, OMV и Shell. «Северный поток – 2» протяженностью около 1200 км пройдет по дну Балтийского моря от российского побережья до Германии. Пропускная способность двух ниток – 55 млрд куб. м в год, он должен вдвое увеличить мощность газопровода «Северный поток» .					2015, October, 12, 19:10:00 INEOS BUYS FROM RUSSIA: $750 MLN Swiss chemicals giant Ineos has bought its first British North Sea gas fields from Russian billionaire Mikhail Fridman's investment fund LetterOne, outlining plans to further expand its energy resources to supports its petrochemical business.
2015, October, 6, 19:35:00 GAZPROM & BASF SWAP Gazprom has also received 50 per cent in Wintershall Noordzee B.V., which is involved in hydrocarbon exploration and production in the North Sea. In turn, Wintershall has obtained 25.01 per cent in the project for developing blocks 4A and 5A in the Achimov deposits of the Urengoy oil, gas and condensate field					2015, October, 7, 19:20:00 THE NEW RUSSIAN EMPIRE - 8 Russian billionaire Mikhail Fridman’s LetterOne Group is in advanced talks to buy stakes in big oil and gasfields in the Norwegian North Sea owned by Germany’s Eon, in a $1bn-plus deal.
2015, July, 8, 19:20:00 NORD STREAM II Running from Russia to Germany under the Baltic Sea, Nord Stream I is an export gas pipeline with an annual capacity of 55 billion cubic meters. Nord Stream AG is the project operator (Gazprom holds 51 per cent, Wintershall and E.ON – 15.5 per cent and ENGIE – 9 per cent). Русский | English					2015, September, 29, 20:45:00 THE NEW RUSSIAN EMPIRE - 7 The offers, which were submitted in July, nevertheless fell far short of LetterOne's target price of up to $1.2 billion, with the highest offers coming in at around $750 million, according to several sources close to the process.
2015, June, 23, 18:05:00 WINTERSHALL SELLS ASSETS: $602 MLN Germany’s Wintershall agreed Thursday to sell stakes in several North Sea assets and fields to Tellus Petroleum for a combined $602 million.					2015, May, 11, 20:10:00 THE NEW RUSSIAN EMPIRE – 6 Russia is preparing to sell his recently purchased North Sea gas fields.
2015, June, 4, 18:10:00 RUSSIA ORIENTED WINTERSHALL Wintershall will continue investing in its core regions, with Russia remaining the most important area for the company.					2015, April, 24, 22:00:00 THE NEW RUSSIAN EMPIRE – 5 The UK is to force Russian billionaire Mikhail Fridman to sell a dozen North Sea gas fields owned by his $10bn energy fund L1 Energy, giving him just three months to comply or lose operating rights.