Case type: MRR Form 1 (Regular) Case Parties: Seplat Energy Offshore Limited (“Seplat Offshore” or the “Acquirer”)/Mobil Producing Nigeria Unlimited (“MPNU” or the “Target”)/Mobil Development Nigeria Inc. (“MDNI”] and Mobil Exploration Nigeria Inc. (‘‘MENI’’) Published: 08 Jun. 2023

The Parties

Seplat Energy Offshore Limited is a wholly owned subsidiary of Seplat Energy Plc (Seplat), an indigenous independent energy company in Nigeria and its operations are mainly exploration, production and sale of crude oil and natural gas (upstream) and processing of natural gas (downstream). MPNU is a statutory corporation, established to represent, hold, and protect the interest of the Federal Government of Nigeria in the oil and gas industry. NNPC is a fully integrated oil and gas company involved in the entire value chain of the oil and gas industry in Nigeria (upstream, midstream, and downstream).

Proposed Transaction

Mobil Development Nigeria Inc. (MDNI), a corporation organized and existing under the laws of Delaware (USA Incorporated), and Mobil Exploration Nigeria Inc., a corporation organized and existing under the laws of Delaware, (USA Incorporated) (MENI) together hold one hundred percent (100%) of the issued share capital in MPNU. Both MDNI and MENI are wholly owned by ExxonMobil Corporation, Delaware (ExxonMobil).

The proposed transaction relates to the acquisition of the entire offshore shallow water business of ExxonMobil in Nigeria via MPNU, which is an established, high-quality operation with a highly skilled local operating team and a track record of safe operations, producing 95 kboepd (W.I.) in 2020 (92% liquids shares). MPNU operates a Joint Venture with the Federal Government of Nigeria, through the Nigerian National Petroleum Corporation (NNPC) over OMLs 67, 68, 70, and 104. The Federal Government has a 60% share, with the remaining 40% being MPNU. Following expressions of interests by potential buyers, a bidding and negotiation process and in a bid to strategically bring these important national assets fully into Nigerian ownership alongside NNPC, Seplat opted to acquire the entire share capital of MPNU from ExxonMobil. In consequence of this, the Parties have entered into a sale and purchase agreement.

The Proposed Transaction is part of Seplats strategy to pursue growth in Nigeria in order to create long-term value and shared prosperity for all of its stakeholders i.e. its shareholders, the Nigerian Government, host communities, employees and Nigeria as a whole.

The Proposed Transaction provides Seplat the opportunity to increase oil production and reserves as well as provide further exposure to exploration potential. Given the exceptional track record of Seplat and success in the Nigerian petroleum sector, Seplat Offshore has the wherewithal to steer MPNU in formulating and implementing strategies that will ensure optimal development and commercialisation of the vast hydrocarbon resources across MPNUs assets with a view to enhancing energy security in Nigeria, whilst also creating value for its stakeholders (including the host communities). Seplat Offshore is also able to leverage Seplats existing and formidable stakeholder management systems and unrivalled mastery of the operational terrain in the Niger Delta.