Rosneft and TNK-BP Merger Presentation
1
Proposed Transaction Terms
Rosneft has agreed heads of terms with BP to acquire its 50% stake in TNK-BP for:
$17.1 billion in cash
•
12.84% shares in Rosneft
Purchase of
TNK-BP
Under the agreed terms, Rosneft shares are valued at $8 per share, implying total
consideration of $28.0 billion
BP has offered to re-invest $4.8 billion of the cash proceeds to buy a further 5.66%
stake in Rosneft from Rosneftegaz
BP will become the second largest shareholder in Rosneft with a 19.75% stake
Under Russian law, BP will be entitled to two board seats in Rosneft's nine-member
board
AAR
Rosneft has agreed heads of terms with the AAR consortium to acquire AAR's 50%
interest in TNK-BP for cash consideration of $28.0 billion
Conditions
Execution of final transaction documentation for the sale of the TNK-BP stake is conditional upon the approval of the
Russian government of the sale of Rosneftegaz shares to BP and approvals of the boards of directors of Rosneft
and BP
Ultimate completion of the transaction would be subject to customary conditions including regulatory approvals -
completion expected in 1H 2013View entire presentation