Tillkännagivande • Dec 19

Energean Oil & Gas plc (LSE:ENOG) completed the acquisition of Edison Exploration & Production S.p.A. from Edison S.p.A. (BIT:EDNR) for approximately $200 million.

Energean Oil & Gas plc (LSE:ENOG) entered into a conditional sale and purchase agreement to acquire Edison Exploration & Production S.p.A. from Edison S.p.A. (BIT:EDNR) for approximately $850 million on July 3, 2019. Edison Exploration & Production S.p.A. will be acquired for initial consideration of $750 million in cash, to be adjusted for working capital, with additional contingent consideration of $100 million payable in cash following first gas from the Cassiopea development (expected 2022), offshore Italy. As on April 2, 2020, the Algerian Assets shall be excluded from the scope of the acquisition and there will be an adjustment to the total consideration of the acquisition of $155 million. As on June 29, 2020, Energean amended the terms again, following which, inter alia, the Norwegian subsidiary will be formally excluded from the transaction perimeter, leading to a further $200 million reduction in the deal value. Also, there will be an additional reduction to the gross consideration of $111 million , reflecting the changes in the macro environment since July 2019. Combined with the previously announced exclusion of the Algerian asset, $466 million of total reductions to the original consideration have now been agreed. Hence, the gross consideration for the transaction is now $284 million. Further, the $100 million Cassiopea contingent payment will now vary between $0 and $100 million, depending on future Italian gas prices at the point in time at which first gas production is delivered from the field. Offsetting these items against the gross consideration of $284 million above gives an estimated net consideration (net of cash acquired) of $178 million. This figure is subject to change according to the economic performance of the assets to be retained between 31 May 2020 and completion of the transaction. Energean does not expect the net consideration payable to change materially on completion. Edison S.p.A will also receive an 8% royalty on profit production resulting from future discoveries made by upcoming exploration wells in the North Thekah Offshore and North East Hap'y Blocks, offshore Egypt. The initial consideration will be funded through a $600 million committed bridge loan facility and up to $265 million of equity financing through the placing of shares of Energean Oil & Gas plc announced on July 4, 2019. Energean Oil & Gas plc entered into a standby underwriting agreement with Morgan Stanley & Co. International plc in this context. The $100 million of contingent consideration is expected to be funded by the combined free cash flow of the enlarged group due to the acquisition as well as any incremental reserve based facility and/or corporate debt capacity. On 20 June 2020, Energean signed a $220 million Reserve Based Lending facility with ING (in its capacity as Mandated Lead Arranger, Facility Agent, Documentation Bank and Technical Bank), Natixis (in its capacity as Mandated Lead Arranger, Technical Bank and Modelling Bank) and Deutsche Bank (in its capacity as Mandated Lead Arranger and Account Bank). The Reserve Based Lending facility has replaced the outstanding $255 million acquisition bridge facility and which is available for both debt and issuance of letters of credit. The acquisition bridge facility was reduced from the original $600 million facility on May 20, 2020 in order to match the approximate size of the Reserve Based Lending facility. This Reserve Based Lending facility, along with the cash held in Energean plc, will be used to fund the net consideration. If completion does not occur due to a breach by Energean Oil & Gas plc of any of its obligations under the purchase agreement, it will be liable to pay Edison S.p.A., an amount equal to $15 million by way of liquidated damages. If completion does not occur due to the failure to obtain (i) Israeli anti-trust approval, (ii) the approval of Energean Oil & Gas plc’s shareholders to the acquisition or (iii) the approval of the prospectus for re-admission by UK Financial Conduct Authority, Energean Oil & Gas plc is required to pay Edison S.p.A. an amount equal to $5 million. Edison Exploration & Production S.p.A. reported sales revenue of $621 million, gross assets of $2.5 billion and book value of $1.2 billion. Acquisition of Edison Exploration & Production S.p.A. will add 282 employees to Energean Oil & Gas plc's team. The deal is subject to relevant anti-trust approval in Israel, regulatory approvals in Italy, Norway, Egypt, UK, Algeria, Greece, France and Israel, shareholder approval of Energean Oil & Gas plc, re-admission of its ordinary shares to the official list upon completion of the acquisition, the approval of the circular and prospectus by UK Financial Conduct Authority and lifting of US sanctions on FSO Alba Marina and resumption of operations at Rospo Mare, Italy. As of disclosure of June 29, 2020, deal is also expected to be conditioned on completion of Algerian and Norway carve-outs from Edison. Minister of Petroleum and Mineral Resources, Tarek El-Molla, approved the transaction on July 7, 2019. The Board of Energean Oil & Gas plc intends to recommend its shareholders to vote in favor of the deal. Energean Oil & Gas plc has also received irrevocable undertakings from its shareholders currently representing approximately 53.7% of its issued share capital that they would vote in favor of the acquisition. The Edison Board of Directors approved the transaction on July 3, 2019. As of December 23, 2019, required government approvals have already been obtained from UK, Norway, France and Greece. The shareholders of Energean plc approved the transaction in a general meeting held on July 20, 2020. Completion of the acquisition is subject to a longstop date of 10 months after signing, which may be extended for up to a further 2 months to satisfy certain regulatory conditions if not obtained by that date. The deal is expected to be completed in quarter four of 2019. As of December 23, 2019, the transaction is expected to be completed in year 2020. As per disclosure of June 29, 2020, Energean is working to complete the transaction as soon as possible in second half of 2020 and it expects the transaction to close later in 2020. As of November 17, 2020, the deal is expected to close in December 2020. The transaction will be immediately accretive for cash flows and EBITDAX. Morgan Stanley acted as financial advisor, Legance - Avvocati Associati; Allan Taylor, Tom Bartlett, Mukund Dhar, Alessandro Seganfreddo, Said Hanafi, Ziad Gadalla and Nicole Paccara of White & Case (Europe) LLP and Puri Bracco Lenzi e Associati acted as the legal advisors and PWC TLS Associazione Professionale di Avvocati e Commercialisti acted as due diligence provider to Energean Oil & Gas plc. Umberto Penco Salvi, Charles Adams and David Lewis, Carlo Galli, Aristide Police and Simonetta Candela of Clifford Chance acted as the legal advisors and Rothschild & Co acted as financial advisor to Edison S.p.A. Charles Howarth, Tom O'Neill and Simon Clarke of Herbert Smith Freehills LLP acted as legal advisors to Morgan Stanley. Energean Oil & Gas plc (LSE:ENOG) completed the acquisition of Edison Exploration & Production S.p.A. from Edison S.p.A. (BIT:EDNR) for approximately $200 million on a cash free debt free basis on December 17, 2020. Energean made an application to the Financial Conduct Authority and to the the London Stock Exchange for re-admission of shares.

VD-lön i procent	n/a
Anställning som VD	7.2yrs
Ägande av VD	n/a
Ledningens genomsnittliga anställningstid	6.2yrs
Styrelsens genomsnittliga mandatperiod	9.5yrs

Namn	Position	Anställning	Kompensation	Ägarskap
Nicola Monti	CEO & Director	7.2yrs	inga uppgifter	inga uppgifter
Ronan Lory	Chief Financial Officer	4.5yrs	inga uppgifter	inga uppgifter
Roberto Buccelli	Accounting Director & Corporate Accounting Documents Officer	no data	inga uppgifter	inga uppgifter
Pier Biandrino	General Counsel	no data	inga uppgifter	inga uppgifter
Lorenzo Mottura	Deputy Director of Strategy	5.3yrs	inga uppgifter	inga uppgifter
Giorgio Colombo	Executive Vice President of Human Resources & ICT	24.7yrs	inga uppgifter	inga uppgifter
Massimo Quaglini	Executive VP of the Gas & Power Market Division and CEO of Edison Energia SpA	7.3yrs	inga uppgifter	inga uppgifter
Fabio Dubini	Executive Vice President and In Charge of Gas	4.5yrs	inga uppgifter	inga uppgifter
Lucrezia Geraci	Head of Corporate Affairs & Secretary to the Board of Directors	no data	inga uppgifter	inga uppgifter

Namn	Position	Anställning	Kompensation	Ägarskap
Nicola Monti	CEO & Director	7.3yrs	inga uppgifter	inga uppgifter
Jean-Bernard Levy	Director	11.8yrs	€459.00k	inga uppgifter
Paolo Di Benedetto	Lead Independent Director	13.5yrs	€192.00k	inga uppgifter
Lorenzo Pozza	Statutory Auditor	9.5yrs	inga uppgifter	inga uppgifter
Beatrice Bigois	Director	14.3yrs	€89.00k	inga uppgifter
Xavier Girre	Director	7.4yrs	inga uppgifter	inga uppgifter
Serenella Rossi	Chairman of the Board of Statutory Auditors	9.5yrs	€45.00k	inga uppgifter
Marc Benayoun	Chairman of the Board	10.8yrs	€1.34m	inga uppgifter
Angela Gamba	Independent Director	6.4yrs	inga uppgifter	inga uppgifter
Gabriele Villa	Statutory Auditor	9.5yrs	inga uppgifter	inga uppgifter
Florence Schreiber	Director	6.4yrs	inga uppgifter	inga uppgifter

Uppgifter	Senast uppdaterad (UTC-tid)
Analys av företag	2026/09/11 21:34
Aktiekurs vid dagens slut	2026/09/11 00:00
Intäkter	2026/06/30
Årlig intjäning	2025/12/31

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Företagets finansiella ställning	10 år	Resultaträkning Kassaflödesanalys Balansräkning	SEC Form 10-K SEC Form 10-Q
Analytikernas konsensusuppskattningar	+3 år	Prognos för finansiella poster Analytikernas prismål	Rapporter från analytiker Blue Matrix
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Analytiker	Institution
Antoine Maitrot	BNP Paribas
Antonella Bianchessi	Citigroup Inc
Stefano Gamberini	Equita SIM S.p.A.

Edison Förvaltning

Förvaltning kriterier kontrolleras 2/4

Viktig information

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New 90-day high: €1.14

Edison S.p.A. (BIT:EDNR) completed the acquisition of the remaining 70% stake of Edison Energie Speciali Spa from Fondi Italiani per le Infrastrutture SGR SpA.

New 90-day high: €1.08

Edison S.p.A. (BIT:EDNR) signed an agreement to acquire the remaining 70% stake of Edison Energie Speciali Spa from Fondi Italiani per le Infrastrutture SGR SpA.

Sval Energi AS signed an agreement to acquire Edison Norge AS from Edison S.p.A. (BIT:EDNR) for an enterprise value of $300 million.

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New 90-day high: €1.02

Energean Oil & Gas plc (LSE:ENOG) completed the acquisition of Edison Exploration & Production S.p.A. from Edison S.p.A. (BIT:EDNR) for approximately $200 million.

New 90-day high: €0.95

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