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Freshfields advises BASF on the merger of Wintershall Dea and Harbour Energy

Global law firm Freshfields Bruckhaus Deringer (‘Freshfields’) has advised BASF on the merger between Wintershall Dea AG (‘Wintershall Dea’) and Harbour Energy plc (“Habour”). The merger agreement provides for the transfer of Wintershall Dea's E&P business to Harbour. This includes production 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) licences.

In return, the shareholders of Wintershall Dea - BASF (72.7%) and LetterOne (27.3%) - will receive a total cash payment of USD 2.15 billion (BASF share: USD 1.56 billion) plus new Harbour shares to be issued by Harbour, representing a total shareholding in the enlarged Harbour of 54.5% (BASF share: 39.6%) upon completion of the transaction. The agreed enterprise value for the target assets of Wintershall Dea is USD 11.2 billion. This amount includes Wintershall Dea's outstanding bonds with a nominal value of approximately 4.9 billion US dollars, which will be transferred to Harbour upon completion of the transaction.

The transaction is subject to, among other conditions, the approval of merger control and foreign investment authorities in several countries. Pending these regulatory approvals, the transaction is expected to close in the fourth quarter of 2024.

The Freshfields team comprised partners Rick van Aerssen, Sabrina Kulenkamp (both Corporate/M&A, Frankfurt), Graham Watson, Samira Afrasiabi (both Corporate/M&A, London), Maria Dreher-Lorjé (Vienna), Thomas McGrath (London), Rafique Bachour (Brussels), Frank Röhling (Berlin, all Antitrust & Competition), Norbert Schneider (Tax, Düsseldorf), Frank Schaer (People & Reward, Frankfurt) and Philipp Dohnke (Commercial, Hamburg), Counsel Bukunola Alakija (Corporate/M&A, London) and Sarah Jensen, Principal Associates Susannah Prichard (both London), Florian Reiter-Werzin (Vienna), all Antitrust & Competition). Florian Reiter-Werzin (Vienna, all Antitrust & Competition), Thomas Richter (Tax, Düsseldorf), Nikolaus Bunting (Capital Markets, Frankfurt) and Elisabeth Wulf (Commercial, Hamburg) as well as associates Thomas Kelm (Corporate/M&A, Frankfurt), Martha Davis, Chloe Coleman, Dominic Armstrong (all Corporate/M&A, London), Nicholas English (London), Victoria Baert (Brussels, both Antitrust & Competition), Valentin Lang (People & Reward, Frankfurt) and Linus Cathomas (Capital Markets, Frankfurt).

The BASF team comprised Stefan Rothweiler (Vice President Legal Corporate), Holger Pattberg (Director Legal Corporate) (both lead), Stephan Purps (Director Corporate Legal), Lars Reichmann (Vice President HR), Dr Michael Reichle (Director HR), Jochen Beyer (International Tax).