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07.12.2017 - 19:19

DGAP-Adhoc: BASF SE: BASF and LetterOne sign letter of intent to merge their oil and gas subsidiaries Wintershall and DEA



DGAP-Ad-hoc: BASF SE / Key word(s): Merger


BASF SE: BASF and LetterOne sign letter of intent to merge their oil and gas subsidiaries Wintershall and DEA


07-Dec-2017 / 19:19 CET/CEST


Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.




BASF and LetterOne sign letter of intent to merge their oil and gas subsidiaries Wintershall and DEA



- Creation of one of the largest independent European exploration and production companies targeted



- Initially 67% of the shares of Wintershall DEA would be held by BASF and 33% by LetterOne



- Listing on a stock exchange envisaged in the medium term





Ludwigshafen, Germany - December 7, 2017 - BASF and LetterOne signed a letter of intent today to merge their respective oil and gas businesses in a joint venture, which would operate under the name Wintershall DEA. The oil and gas business of BASF is bundled in the Wintershall Group consisting of Wintershall Holding GmbH and its subsidiaries, including the gas transportation business. The oil and gas business of LetterOne comprises DEA Deutsche Erdöl AG and its subsidiaries. By combining these two German-based entities, their parent companies strive to create a basis for further profitable growth, optimize the portfolio footprint 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, BASF and LetterOne envisage to list Wintershall DEA through an initial public offering.



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



It is intended to form Wintershall DEA by LetterOne contributing all its shares in DEA Deutsche Erdöl AG into Wintershall against issuance of new shares to LetterOne. Based on the valuation of the exploration and production businesses, BASF shall initially hold 67% and LetterOne shall hold 33% in 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 new shares in Wintershall DEA, resulting in a higher shareholding ratio for BASF.



In 2016, the combined business had pro-forma sales of EUR4.3 billion, EBITDA of EUR2.2 billion and net income of EUR326 million. Overall, production volumes of Wintershall and DEA amounted to 215 million barrels of oil equivalent (BOE) in 2016, this equals a production of around 590,000 BOE per day. Based on 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.



BASF would determine the chief executive officer and LetterOne the deputy chief executive officer of Wintershall DEA. The company would be headquartered in Kassel and Hamburg, Germany. Following the closing of the transaction, BASF expects to account for its stake in the joint venture under the equity method in BASF's consolidated financial statements.



DEA is operating in the field of exploration and production of crude oil and natural gas and is headquartered in Hamburg, Germany. The company has long-standing experience along the entire value chain of the upstream business. In March 2015, DEA - formerly part of RWE AG - was acquired by LetterOne. With its workforce of around 1,150 employees, DEA has stakes in production facilities and concessions in Germany, Norway, Denmark, Egypt, Algeria and Mexico. For the full year 2016, net sales of the oil and gas activities bundled in the DEA Group amounted to around EUR1.5 billion, EBITDA was EUR614 million and EBIT EUR44 million. For 2016, DEA reported a production of 50 million BOE and proven crude oil and natural gas 1P reserves of 483 million BOE at the end of the year.



Wintershall, headquartered in Kassel, Germany, focuses on exploration and production in oil and gas-rich regions in Europe, Russia, South America, North Africa, and the Middle East. Together with Gazprom, Wintershall is also active in the transportation of natural gas in Europe. The company has about 2,000 employees worldwide and is Germany's largest, internationally active crude oil and natural gas producer. For the full year 2016, net sales of the Oil & Gas segment of the BASF Group amounted to around EUR2.8 billion, EBITDA was around EUR1.6 billion and EBIT around EUR500 million. Crude oil and natural gas production of Wintershall amounted to 165 million BOE in 2016; the 1P reserves were 1.6 billion BOE at the end of 2016.



Contact



Dr. Stefanie Wettberg



Investor Relations



+49 621-60-48002



stefanie.wettberg@basf.com



 



Jens Fey



Media Relations



+49 621-60-99123



jens.fey@basf.com






 








07-Dec-2017 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de



























Language: English
Company: BASF SE

Carl-Bosch-Straße 38

67056 Ludwigshafen

Germany
Phone: +49 (0)621 60-0
Fax: +49 (0)621 60-4 25 25
E-mail: info.service@basf.com
Internet: www.basf.com
ISIN: DE000BASF111, DE000A0JRFB0, Börse Dublin, Frankfurter Wertpapierbörse, DE000A0JRFA2, Börse Dublin, Frankfurter Wertpapierbörse, DE000A0JQF26, Börse Dublin, Frankfurter Wertpapierbörse, DE000A0EUB86, Frankfurter Wertpapierbörse, DE0008846718, Frankfurter Wertpapierbörse, DE000A0XFK16, Börse Luxemburg, Frankfurter Wertpapierbörse, XS0420401779, Börse Luxemburg, XS0412154378, Börse Luxemburg, Frankfurter Börse, DE000A0T4DU7,Börse Luxemburg, Frankfurter Börse, CH0039943292, Swiss Exchange (SWX), CH0039943383, Swiss Exchange (SWX), DE000A0TKBM, Börse Luxemburg, Frankfurter Börse, XS0414672070, Börse Luxemburg, ,
WKN: BASF11, WKN A0JRFB, Börse Dublin, Frankfurter Wertpapierbörse, , WKN A0JRFA, Börse Dublin, Frankfurter Wertpapierbörse, , WKN A0JQF2, Börse Dublin, Frankfurter Wertpapierbörse, , WKN A0EUB8, Frankfurter Wertpapierbörse, , WKN 884671, Frankfurter Wertpapierbörse, , WKN A0XFK1, Börse Luxemburg, Frankfurter Wertpapierbörse, , WKN A0XFHJ, Börse Luxemburg, , WKN A0T6EG, Börse Luxemburg, Frankfurter Wertpapierbörse, , WKN A0T4DU, Börse Luxemburg, Frankfurter Wertpapierbörse, , WKN 3994329, Swiss Exchange (SWX), , WKN 3994338, Swiss Exchange (SWX), , WKN A0TKBM, Börse Luxemburg, Frankfurter Wertpapierbörse, , WKN A0T65R, Börse Luxemburg,
Indices: DAX, EURO STOXX 50
Listed: Regulated Market in Berlin, Dusseldorf, Frankfurt (Prime Standard), Hamburg, Hanover, Munich, Stuttgart; Regulated Unofficial Market in Tradegate Exchange; London, SIX





 
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