Harbour Energy PLC has acquired upstream assets from Wintershall Dea for an agreed value of $11.2 billion. Wintershall Dea transferred producing and development assets as well as exploration rights in Norway, Argentina, Germany, Mexico, Algeria, Libya (excluding Wintershall AG), Egypt, and Denmark (excluding Ravn) as well as Wintershall Dea’s carbon capture and storage (CCS) licenses to Harbour Energy.
In exchange, at closing, Wintershall Dea shareholders BASF (72.7%) and LetterOne (27.3%) will receive a total cash consideration of $2.15 billion and new shares issued by Harbour equating to a total shareholding in the enlarged Harbour of 54.5%. The $11.2 billion value of Wintershall assets includes outstanding bonds of Wintershall Dea with a nominal value of around $4.9 billion that will be transferred to Harbour at closing.
Wintershall Dea’s headquarters and related staff are not part of the transaction. This will require further restructuring and ultimately the closure of the headquarters’ units in Kassel and Hamburg. Harbour intends to take on some employees from the current headquarters into the combined company.
In parallel to the transaction with Harbour, the legal separation of Wintershall Dea’s Russia-related business is progressing as planned. BASF and LetterOne will remain owners of the company holding the Russia-related business which includes stakes in joint ventures in Russia and ownership interests in Wintershall AG in Libya, Wintershall Noordzee BV in the Netherlands, and the company’s share in Nord Stream AG.
Furthermore, Wintershall Dea is preparing for a separate sale of its stake in WIGA Transport Beteiligungs-GmbH & Co. KG (WIGA), which is not part of the transaction. WIGA is active in the German natural gas transport business and is a joint venture of Wintershall Dea (50.02%) and SEFE Securing Energy for Europe GmbH (49.98%). WIGA’s operationally independent subsidiaries operate high-pressure pipeline networks, including Gascade’s transport network, as well as the 473-km OPAL and 440-km NEL pipelines, both built to transport Nord Stream gas further into Europe.
Until closing, Wintershall Dea and Harbour will continue to operate as independent companies. The transaction is subject to the approvals of merger control and foreign investment authorities in several countries.
