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Eni and Vår Energi to acquire Neptune, a leading independent exploration and production company with low emission, gas-oriented operations in Western Europe, North Africa, Indonesia and Australia

23 JUNE 2023 – 7:50 AM CEST

San Donato Milanese (Milan), 23 June 2023 – Eni S.p.A. (“Eni”) is pleased to announce that along with Vår Energi ASA (“Vår”) it has reached an agreement to acquire Neptune Energy Group Limited (“Neptune”).

Neptune is a leading independent exploration and production company with a world-class portfolio of gas-oriented assets and operations in Western Europe, North Africa, Indonesia and Australia. The portfolio is competitive in terms of cost and low in operational emissions. Neptune was founded in 2015 by Sam Laidlaw and is currently owned by China Investment Corporation, funds advised by Carlyle Group and CVC Capital Partners, and certain management owners.

Eni will acquire assets comprising Neptune’s entire portfolio other than its operations in Germany and Norway (the “Neptune Global Business”) (the ‘’Eni transaction’’). The German operations will be carved out prior to the Eni transaction and the Norwegian operations (the Neptune Norway Business’’), will be acquired by Vår directly from Neptune under a separate share purchase agreement (the “Vår transaction”) (the Eni transaction and the Var transaction together comprising the “transaction”).

The Vår transaction will close immediately prior to the Eni transaction with the proceeds from the Norway sale remaining with the Neptune Global Business purchased by Eni. Vår is a company listed on the Oslo Stock Exchange and is 63% owned by Eni.

Under the agreed terms, the Neptune Global Business will have an Enterprise Value of c.$2.6bn, while the Neptune Norway Business will have an Enterprise Value of c.$2.3bn. As of 31 December 2022, net debt of the Neptune Global Business, pro forma for the sale of the Neptune Norway Business, was c.$0.5bn. The final net consideration for both transactions will be subject to customary closing adjustments and will be paid in cash at completion. The Eni transaction will be funded through available liquidity.

The transaction represents an exceptional fit for Eni. It complements Eni’s key areas of geographic focus and supports its objective of increasing the share of natural gas production to 60%, and reaching net zero emissions (Scope 1+2) from the Upstream business by 2030. The transaction aligns with Eni’s strategy of providing affordable, secure and low carbon energy to society, for which natural gas remains an important source. The transaction is also consistent with Eni’s operating and financial framework, as well as the targets set out in Eni’s 2023-2026 Plan, delivering earnings and cashflow accretion, additional shareholder value and remuneration upside.

The full release is here.

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