Aker BP ASA: Update on contemplated merger with Lundin Energy

Wednesday 8 June 2022

Reference is made to the previous stock exchange notice published by Aker BP ASA (“Aker BP”) regarding the contemplated merger (the “Merger”) between Aker BP and Lundin Energy MergerCo AB (publ) (the “Target”), a newly established Swedish public limited liability company currently wholly owned by Lundin Energy AB (publ) (“Lundin Energy”). At the time of completion of the Merger, the Target will consist of the exploration and production business (including assets, rights and liabilities) which is currently carried out by Lundin Energy (directly or indirectly through subsidiaries).

Lundin Energy's shares in Target will be distributed to the shareholders of Lundin Energy by way of a so-called Lex Asea dividend, where each share in Lundin Energy will be entitled to one share in Target, upon which Target will merge with Aker BP and Target shareholders will receive a combination of shares in Aker BP, in the form of Swedish Depositary Receipts, and cash as merger consideration.

The creditor notice periods for the Merger has expired, in accordance with the Norwegian Public Limited Liability Companies Act and the Swedish Companies Act, without any creditors objecting. In addition, the Swedish Companies Registration Office has in accordance with chapter 23, section 46 of the Swedish Companies Act issued its certificate confirming that the part of the Merger that is governed by Swedish law has taken place in the prescribed manner. The Merger is expected to be completed on 30 June 2022 by final registration in the Norwegian Register of Business Enterprises.

Further details as to the exact timeline for the completion of the Merger and information regarding settlement will be provided closer to the completion date.