On August 24, 2009, the boards of directors of Det norske oljeselskap ASA (DETNOR) and Aker Exploration ASA (AKX) entered into an integration agreement. On September 16, 2009, the companies' boards of directors entered into the merger plan which specifies the further merger process.
The agreed conversion ratio will remain as announced. i.e. DETNOR's shareholders will receive 82 percent of the shares of the merged company, while AKX's shareholders will receive 18 percent. No material amendments have been made to other announced terms of the merger. Hence, Det norske shareholders will receive 1.403328 shares in Aker Exploration for every share in Det norske.
The two companies will submit notice to extraordinary general meetings where the shareholders will be invited to vote for approval of the proposed merger. The general meetings will be held no later than a month after the merger plan is dispatched to the shareholders of the companies. The dispatch is expected to be done immediately. An information memorandum approved by Oslo Bors is aimed to be disclosed by week 40.
The merger is expected to be registered and completed within year 2009.The merged company will be named Det norske oljeselskap ASA. It is a premise for the merger that the shares of the merged company will resume trading on the Oslo Bors. Aker ASA will be the largest shareholder in the company, holding approximately 30 percent of its shares.
The merger between Det norske and Aker Exploration unites two Norwegian exploration companies that have each succeeded in building up sizeable license portfolios on the Norwegian continental shelf over the past few years. The merged company will be the second largest oil company on the Norwegian continental shelf by a good margin in terms operatorships and exploration activity. The combined company will be operator for 32 licenses and it will have a total of 70 licenses in its portfolio.
The nomination committee of Det norske, assigned as nomination body for selection of the board of directors to the merged company pursuant to the integration agreement, proposes the following board members: Kjell Inge Rokke (chairman of the board), Berge Gerdt Larsen, Maria Moraeus Hanssen, Hege Sjo and Kaare M. Gisvold.
Tore Lilloe-Olsen, Marianne Elisabeth Johnsen and Lone Fonss Gjorup Schroder are proposed as deputy board members.
As soon as possible after the merger is completed, two board members are to be selected by and from the merged company's staff.
The management of the merged company will consist of:
CEO & President and CFO of Aker Exploration resign their positions and terminate their conditions of employment in the company in connection with the completion of the merger.
The completion of the merger presupposes the necessary authorisations from authorities and third parties, and is further contingent on resumed trading on Oslo Bors for the merged company.
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