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2015-08-27

Maurel & Prom : PLANNED MERGER BETWEEN MAUREL & PROM AND MPI

Paris, 27 August 2015

PLANNED MERGER BETWEEN MAUREL&PROM AND MPI:

CREATING A LEADER AMONG JUNIOR OIL COMPANIES

This new combined entity will play as a sound leader well positioned to
actively take part to the sector consolidation

* Reinforced financial capacity

* a robust balance sheet permitting better access to financial markets
* a combination of diversified and significant cash flows with substantial
dividends
* cost synergies and tax savings
* a greater market capitalisation and stock liquidity likely to reinforce the
appeal for investors * Optimized modus operandi
* both as a recognized operator
* and as a privileged partner of successful domestic operators * A
consolidated asset portfolio
* enlarged geographical diversification
* favourable product mix with already developed operated assets

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The Boards of Directors of Maurel&Prom and MPI have unanimously approved the
principle of a merger between the two companies under a merger by absorption
of MPI by Maurel&Prom.
Reasons and objectives for the merger
Unlike the conditions which prevailed in 2011, Maurel&Prom and MPI currently
have to face a difficult macroeconomic environment following the sudden drop
in the price of oil, the lack of visibility related to their size, which
limits their access to the best conditions that the financial markets have to
offer and restricts their capacity for external growth in a capital-intensive
industry.

The merger is a logical step in consolidation of the sector and would enable
the new company to benefit from a reinforced financial capacity resulting
from:

* a combination of significant cash flows from production in Gabon and
Tanzania and dividends from Seplat in Nigeria;
* better access to financial markets; and
* substantial cost synergies and tax savings which, for example, would have
represented EUR 14.5 million for the 2014 financial year on apro forma
basis, of which EUR 12 million in tax savings and EUR 2.5 million in
operating expenses corresponding to listing, structural and management
costs of MPI.

The merger would also enable the new entity to benefit from an attractive
combination of already developed onshore assets, offering a favourable oil
(variable price)/gas (fixed price) product mix and greater geographic
diversification combining (i) onshore operated assets generating substantial
oil production with long-term visibility (Gabon) (ii) operated assets that
began producing gas on 20 August 2015 offering exposure to East African
countries (Tanzania), (iii) a significant stake (22%) in Seplat, one of the
leading indigenous operators in Nigeria with strong potential for growth,
(iv) significant upside development and appraisal potential in
Canada and (v) exploration regions in Colombia, Myanmar and Namibia. Given
the characteristics of these assets, the new merged company would assert
itself as a leader among junior oil companies.

The consolidated entity would offer investors an attractive investment vehicle
in terms of liquidity and market capitalisation, ranking it among the
top-tier independent European oil exploration/production companies.
Terms of the merger

The proposed operation would take the form of a merger, in which MPI would be
absorbed by Maurel&Prom. This merger must be approved by the General
Shareholders' Meetings of both companies in December 2015, with retroactive
effect from 1 January 2015.

According to the indicative parity proposed by the Boards of Directors of
Maurel&Prom and MPI, dated 27 August 2015, MPI shareholders would receive 1
Maurel&Prom share for 2 MPI shares.

The definitive exchange parity proposed to the shareholders of MPI and
Maurel&Prom will be decided at the next meeting of the Maurel&Prom and MPI
Boards of Directors, to be held mid-October, after the economic, financial,
legal and operational terms of the merger have been examined over the next
few weeks.

The indicative parity takes into account the payment of an exceptional
dividend of €45 cents per MPI share. This will be submitted for approval by
the MPI General Shareholders' Meeting called to approve the transaction and
will be paid to shareholders on the condition precedent that the transaction
is approved by the Maurel&Prom and MPI General Shareholders' Meetings.

As part of the preparatory work for the transaction, the Boards of Directors
of both Maurel&Prom and MPI also decided at their meetings on 30 July 2015 to
put in place an ad hoc committee of directors, considered independent, for
the purposes of the transaction, by their respective Board of Directors[1].
Each ad hoc committee is in particular responsible for analysing the terms
under consideration for the planned merger and issuing recommendations to its
Board of Directors, to enable them to make any decisions on the intended
merger, including the exchange parity. In this respect, the ad hoc committee
has recommended that its respective Board of Directors approve the merger by
absorption of MPI by Maurel&Prom, as well as the proposed indicative parity
for the transaction, and that they undertake an in-depth examination of the
terms of the plan over the next few weeks.

At the recommendation of its ad hoc committee, the MPI Board of Directors has
decided to voluntarily appoint the auditors Associés en finance, represented
by M. Arnaud Jacquillat as an independent expert with a mandate to appraise
the fairness of the financial conditions offered to MPI shareholders under
the merger, it being stipulated that this independent expert must adhere to
the regulations applicable to independent experts appointed pursuant to the
General Regulations of the French Financial Markets Authority (Autorité des
marchés financiers
, AMF). The work of the independent expert will be overseen by the ad hoc
committee established by the MPI Board of Directors.

Maurel&Prom and MPI will also file a joint motion to appoint a merger auditor
proposed by the ad hoc committees of the Maurel&Prom and MPI Boards of
Directors to the Presiding Judge of the Paris Commercial Court. Pursuant to
the applicable legal provisions and regulations, the merger auditor must
check that the proposed parity is fair for all of the shareholders of
Maurel&Prom and MPI.

The merger auditor's report, the independent expert's fairness opinion, the
draft merger agreement and an information document on the transaction which
will be registered by theAutorité des marchés financiers
will be available no later than one month before the General Shareholders'
Meetings of Maurel&Prom and MPI called to make a decision on the merger,
pursuant to the applicable legal provisions and regulations.

The transaction will be subject to certain usual conditions precedent,
particularly confirmation by the AMF that the merger will not result in any
obligation for Pacifico to buy back the shares of Maurel&Prom and MPI under
Article 236-6 of the AMF General Regulations.

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| The deal will be presented to shareholders, financial analysts and investors |
|viawebcast at 10:00 am (Paris time) on 28 August 2015 at the following link: |
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|http://edge.media-server.com/m/p/m8wepxjk/lan/en |
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|The presentation will also be available to the public on the Maurel&Prom and |
|MPI websites. |
|www.maureletprom.frandwww.MPIenergy.com |
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Maurel&Prom: Press contacts, shareholder and investor relations

Tel: +33 1 53 83 16 45

ir@maureletprom.fr

MPI: Press contacts, shareholder and investor relations

Tel: +33 1 53 83 55 44

ir@mpienergy.com

Important information

This press release does not constitute and shall not be construed as an offer
or the solicitation of an offer to purchase, sell or exchange any securities
of MAUREL&PROM et MPI. In particular, it does not constitute an offer or the
solicitation of an offer to purchase, sell or exchange of securities in any
jurisdiction (including the US, the United Kingdom, Australia, Canada and
Japan) in which it would be unlawful or subject to registration or
qualification under the laws of such jurisdiction.

In connection with the proposed transaction, the required information
documents will be filed with the
Autorité des Marchés Financiers("AMF
"). Investors and shareholders are strongly advised to read, when available,
the information documents that have been filed with the AMF because they will
contain important information.

Shareholders and investors may obtain free copies of documents filed with the
AMF at the AMF's website at
www.amf-france.org
or directly from MAUREL&PROM's website (www.maureletprom.fr) or MPI's website
(www.mpienergy.fr).

Forward-looking statements

This press release contains statements on the prospects and growth strategies
of MAUREL&PROM and MPI, based on assumptions and estimates. These
forward-looking statements mainly relate to the financial position, results,
business and industrial strategy of MAUREL&PROM and MPI. By nature,
forward-looking statements contain risks and uncertainties to the extent that
they are based on events or circumstances that may or may not happen in the
future. These perspectives are based on assumptions that we believe to be
reasonable, but which may prove to be incorrect and which depend on a number
of risk factors, such as fluctuations in crude oil prices, changes in
exchange rates, uncertainties related to the valuation of our oil reserves,
actual rates of oil production and the related costs, operational problems,
political stability, legislative or regulatory reforms, and even wars,
terrorism and sabotage.
---------------------------------------[1]The Maurel&Prom ad hoc committee is made up of four independent directors,
within the meaning of the AFEP-MEDEF corporate governance code to which
Maurel&Prom adheres, and the MPI ad hoc committee is made up of three
directors, two of whom are independent within in the meaning of the
Middlenext corporate governance code to which MPI adheres. All directors who
are members of the Maurel&Prom and MPI ad hoc committees have been considered
independent, for the purposes of the transaction, by their respective Board
of Directors.

Annonce ENG.pdf
http://hugin.info/155421/R/1948062/707536.pdf

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Författare Hugin

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