According to the agreement, which now requires the green light from the shareholders of both companies, 3R will incorporate Enauta's shares. Thus, 3R shareholders would own 53% of the combined company, while Enauta shareholders would own 47%.
Oil company 3R Petroleum and the energy firm Enauta, bith from Brazil, reached an agreement on Thursday to merge in a shares exchange operation, was reported this Friday.
Both companies had been in talks after Enauta last month submitted an offer to combine with 3R, halting 3R's ongoing talks for a tie-up with rival PetroReconcavo.
According to the agreement, which now requires the green light from the shareholders of both companies, 3R will absorbe Enauta's shares. Thus, 3R shareholders would own 53% of the combined company, while Enauta shareholders would own 47%.
According to a joint statement, Decio Oddone, CEO of Enauta, would be the CEO of the merged company, while Rodrigo Pizarro, CFO of 3R, would be chief financial officer.
The merger also foresees that 3R's minority shareholder, Maha Energy, would receive an additional 2.2% stake in the combined company.
Enauta stated last month that the deal with 3R creates "one of the most diversified independent oil and gas companies in Latin America," with potential production of more than 100,000 barrels of oil equivalent per day.
On May 16, 2024, the companies approved in their Board of Directors the signing of the “Protocolo e Justificação de Incorporação das Ações de emissão da Enauta Participações SA pela 3R Petroleum Óleo e Gás SA” (“Enauta Protocol and Justification”).
Also that day, the Board of Directors of 3R approved the signing of the “Protocolo e Justificação de Incorporação da Maha Energy (Holding) Brasil Ltda. for 3R Petróleo Óleo e Gás SA” (“Protocol and Justification Maha Holding” and, together with Protocol and Enauta Justification, the “Protocols and Justification”).
The Protocols and Justification, presented together with the respective valuation reports and other relevant documents to the Board of Directors of the companies, establishes the terms and conditions of the merger of Maha Energía (Holding) Brasil Ltda. (“Maha Holding” ) in 3R, and the merger of Enauta shares in 3R, within the scope of the transaction that is the subject to the Memorandum of Understanding entered into between the companies and Maha Energy Costa Exterior Brasil Ltda. (“Maha Offshore”) on April 9, 2024 (“Transaction”).
