Kistos PLC has agreed to acquire the entire issued and outstanding share capital of Tulip Oil Netherlands BV from Tulip Oil Holding BV.
Tulip Oil Netherlands is operator (60%) in Q10-A offshore gas field with interests in other Dutch North Sea fields including Q10-B, Q11-B, and M10/M11 discoveries, as well as other exploration and appraisal projects.
Q10-A field has 2P reserves of 19.5 MMboe and generated total net production of 5,470 boe/d in 2020. Q10-A is reliant on solar and wind power. Its carbon emissions are below the North Sea average of 21 kg CO2/boe.
Total upfront consideration for the acquisition is roughly $263 million through a combination of cash, assumption by Kistos of an existing bond instrument issued by TONO, issue of a new debt instrument, and issue to Tulip of equity in Kistos. Contingent consideration of up to $195 million is payable on certain development milestones.
Upon completion of the deal, subject to conditions, Tulip Oil will become a shareholder and debtholder of Kistos and will continue to be a 90% shareholder in Rhein Petroleum.
Kistos is a closed-ended investment company established to acquire and manage energy sector companies or businesses. Upon completion of the acquisition, Kistos expects to cease being an investing company and instead become a trading company.
