A.P. Møller -
Mærsk A/S [A.P. Moller - Maersk] on 21st August has
signed an agreement to sell Mærsk Olie og Gas A/S [Maersk Oil] to Total
S.A [Total] for USD 7.45bn in a combined share and debt transaction. Maersk Oil
will become part of a leading global oil and gas operator with a long-term
investment interest in the sector. Total will take over Maersk Oil’s entire
organisation, portfolio, obligations and rights with minimal pre-conditions.
Planned development schedules and investments in strategic and sanctioned
projects will be upheld.
agreement A.P. Moller - Maersk is taking a material step forward in its
strategy to separate out its oil and oil related activities to create an
integrated transport & logistics company, and this transaction will
contribute significantly to upholding its strong capital structure.
determining the best future ownership structure for Maersk Oil, it has been
imperative for us that the capabilities and assets created in Maersk Oil
continue to be developed, and that long-term investments are upheld, especially
in the Danish part of the North Sea,” says Søren Skou, CEO of A.P. Moller –
receive an enterprise value per 30 June 2017 of USD 7.45bn paid by 97.5m shares
in Total S.A. with a value of USD 4.95bn equal to approx. 3.76% of Total S.A.
(post issuing shares to APMM). In addition to the shares Total S.A. is assuming
a short-term debt of USD 2.5bn via debt push down from APMM into Maersk Oil.
Total S.A. will pay an interest of 3% p.a. of the enterprise value from 30 June
2017 and until closing of the transaction. Total S.A. will take over all
decommissioning obligations currently amounting to USD 2.9bn.
short-term debt will be repaid to APMM at or shortly after closing of the
transaction and the proceeds will be used by APMM to reduce debt. Subject to
meeting its investment grade objective, APMM plan to return a material portion
of the value of the received Total S.A. shares to the APMM shareholders during
the course of 2018/19 in the form of extraordinary dividend, share buyback
and/or distribution of Total S.A. shares.
will maintain Maersk Oil’s strong position in the North Sea with strong
Copenhagen and Esbjerg bases and with Denmark being the operating hub for Total
S.A.’s combined operations in Denmark, Norway and the Netherlands.
for Oil economy
become the regional hub for all Total’s operations in Denmark, Norway and the
Netherlands, based on Maersk Oil’s capabilities and strong position in the
North Sea region.“Maersk Oil’s activities across the North Sea will become part
of a leading global operator with a strong performance record and long-term
growth interest in the sector. The combination of Total and Maersk Oil’s global
footprint and geographical overlap will ensure the continued development of
Maersk Oil’s worldwide strategic and selective assets.
Pouyanné, Chairman and CEO of Total, commented that:
Maersk Oil to the Total family. Building on Maersk Oil’s high safety standards,
strong technological leadership, operational excellence and strong Danish
heritage, we will intensify and accelerate the push to optimise and extend the
Danish oil and gas production. The addition of Maersk Oil’s strong capabilities
and high quality assets to our business will create a leading international
operator in the North West European offshore region, making Denmark a regional
anchor point for Total’s North Sea business”.
A.P. Moller -
Maersk has been the main operator in the Danish North Sea for half a century,
establishing and maintaining Denmark’s position as self-sufficient within oil
and gas. With Maersk Oil at the forefront, the Danish oil and gas industry has
contributed DKK 400bn in taxes to Denmark over the past 50 years, and provides
employment to 15,000 people in the sector. In addition, Maersk Oil has
significant presence in the British and Norwegian sectors, with nine licenses
in Norway, including an 8.44% ownership of Johan Sverdrup, one of Norway’s largest
position as the regional hub for Total’s operations in Denmark, Norway and the
Netherlands, recognises Maersk Oil’s status in the North Sea region. In
Denmark, the focus will continue to be on investing in safe, efficient growth
from existing fields. The capabilities, experiences and partnerships, which
made Maersk Oil a globally recognised technology leader and trusted operator,
will contribute to Total’s position in the entire North Sea and worldwide. In
addition, the agreement presents new opportunities for our employees, as Maersk
Oil joins a global industry leader,” says Gretchen Watkins, CEO of Maersk Oil.
oil verticals biz Seperation plan
separation of the energy businesses was decided as part of last year’s
strategic decision to focus A.P. Moller - Maersk’s future activities on
transport and logistics, as well as a result of recent years’ oil and gas
industry and market developments. Maersk Oil is the first of the four energy
companies of A.P. Moller - Maersk for which a future structural solution has
now been identified. The solutions for Maersk Drilling, Maersk Supply Service
and Maersk Tankers remain to be defined before the end of 2018.
In a comment
to the transaction, Chairman of A.P. Møller Holding A/S, Ane Mærsk Mc-Kinney
“In my heart
and mind, this is a very difficult, but right decision. Maersk Oil has for
almost half a century been at the forefront of the Danish oil development, been
vital to A.P. Moller - Maersk and to this very day plays a decisive role in the
Danish and international oil and gas industry”.
transaction is subject to regulatory approval from relevant authorities
including the Danish Minister of Energy, Utilities and Climate and competition
authorities as well as required consultation and notification processes with
Total S.A.’s employee representatives. Closing is expected to take place during
Q1 2018. Calculated as of 30 June 2017, the transaction gain after tax for APMM
amounts to USD 2.8bn.