22 Oct 2012 15:36

Rosneftegaz could accept BP offer to buy 5.66% of Rosneft stock by Dec 3

MOSCOW. Oct 22 (Interfax) - BP has made a proposal to buy an additional 600 million Rosneft shares constituting 5.66% of the Russian state-owned oil company's stock from its parent company, OJSC Rosneftegaz, for $8 a share, Rosneft said in a statement.

"Rosneftegaz has until December 3, 2012 to accept this offer," it said.

BP made this offer in the framework of an "agreement in principle with BP to acquire its 50% interest in TNK-BP in exchange for $17.1 billion in cash and 12.84% Rosneft shares currently held in treasury," it said.

"Rosneft and BP have agreed a 90-day exclusivity period for negotiations to enter into a definitive sale and purchase agreement with respect to TNK-BP. The execution of the final documentation is conditional on the Russian government approving the sale by Rosneftegaz of 600 million ordinary Rosneft shares and final board approvals of the TNK-BP transaction by Rosneft and BP. In addition, completion of both transactions would be subject to customary conditions, including regulatory and other approvals, and is expected to occur at the same time, in the first half of 2013," the statement said.

"On completion of the above transactions, BP would hold a 19.75% stake in Rosneft, inclusive of its existing 1.25% interest. Under Russian law, this shareholding would entitle BP to two seats on Rosneft's nine-person board of directors," Rosneft said.

"Rosneft believes that there is considerable synergy potential between the two companies, including joint upstream development opportunities, optimization of crude and product supply logistics and other cost savings," the statement said.

"TNK-BP is an attractive investment for Rosneft, which is expected to be accretive to earnings from the outset," Rosneft said.

"Rosneft will finance the cash consideration of the transaction from a combination of existing cash resources and new borrowings," the statement said.

"Bank of America Merrill Lynch and Citigroup Global Markets Ltd are acting as joint financial advisers to Rosneft in connection with the contemplated transactions. Cleary Gottlieb Steen & Hamilton LLP is acting as legal adviser to Rosneft," Rosneft said.