Enauta Participações SA has entered into a memorandum of understanding (MoU) with 3R Petroleum Óleo e Gás SA and Maha Energy Offshore Brasil Ltda. regarding a potential deal to merge the companies, creating a larger independent company in Latin America potentially capable of producing more than 100,000 boe/d.
The MoU provides helps guide assumptions, terms, and general conditions governing the potential transaction, including the exchange of participation currently held by Maha in a company controlled by 3R for a direct participation in 3R (roll-up) and exclusive due diligence and negotiation for 30 days, extendable for an equal period.
Under the potential deal, Enauta would be incorporated by 3R, and Enauta’s shareholders would receive new shares of 3R. The share capital of the new integrated company would be represented by 53% of 3R shareholders and 47% of Enauta shareholders, subject to adjustments.
The deal envisages the roll-up of Maha's 15% stake in 3R Offshore so that it receives 2.17% of the new integrated company, subject to terms and conditions provided for in the MoU, including a fairness opinion.
The deal is subject to execution of definitive documents and conditions, including approval by Enauta and 3R shareholders and legal and regulatory approvals, including Brazil’s Administrative Council for Economic Defense – CADE.