The Board of Directors of Statoil ASA (STOHF)
and Norsk Hydro ASA (NHYDY)
have now signed the final plan to demerge Hydro as part of the planned merger of Hydro's petroleum activities with Statoil.
Hydro's shareholders will own 32.7% and Statoil's shareholders will own 67.3% of the merged company. As recompense for the transfer of Hydro's petroleum division, Hydro's shareholders will receive a 0.8622 share in the merged company for every share they own in Hydro.
The reason for the merger is a mutual desire to create a globally competitive player in the petroleum industry and to be the world's biggest offshore operator.
The boards have emphasized that the merger is a growth-oriented response to the challenges facing the industry, that strengthened international competitiveness will be achieved and long-term growth secured on the Norwegian Continental Shelf.
Once the merger has been completed, the new company will comprise around 31,000 employees, of which around 5,000 will come from Hydro.
The name of the merged company will from the date of merger completion be called StatoilHydro ASA
. The parties will submit their merger proposals for approval at extraordinary general meetings in Statoil and Hydro.
Statoil will shortly submit a registration document on Form F-4 to the US Securities and Exchange Commission (SEC) that contains a draft prospectus regarding the merger. The draft will be made public via a stock market announcement on the Oslo Stock Exchange
(Oslo Børs). After the SEC has approved the registration document, a final information document will be sent to Statoil and Hydro shareholders
, no later than coincident with the notice of the extraordinary general meetings which will consider the merger plan.
Hydro will prepare an information memorandum for the aluminium and power company Hydro, which will be made public via a stock market announcement on the Oslo Stock Exchange (Oslo Børs) and sent to Hydro shareholders no later than coincident with the notice of the extraordinary general meeting.