BASF and LetterOne will remain the owners of the company holding the Russia-related business, for which significant federal German investment guarantees are in place. In parallel to the transaction with Harbour, the legal separation of Wintershall Dea’s Russia-related business is progressing as planned. Employee representatives will be involved in the process according to respective legal regulations and established practices. Further specifics will be agreed after a more detailed review between signing and closing. Harbour intends to take on some employees from the current headquarters into the combined company. This will require further restructuring and ultimately the closure of the headquarters’ units in Kassel and Hamburg that currently have around 850 employees. Wintershall Dea’s headquarters and the related staff are not part of the transaction. “In addition to the cash component, the shares in Harbour that BASF will receive upon completion of the transaction offer significant potential for value creation and allow for a gradual and optimized exit from the oil and gas business over the next few years,” said Dr. Dirk Elvermann, Chief Financial Officer of BASF SE. After closing, the transaction creates optionality for monetization of BASF’s stake in the combined company, as Harbour is listed on the London Stock Exchange. With this transaction, BASF takes a major step towards achieving its announced strategic goal to exit the oil and gas business. This amount includes the outstanding bonds of Wintershall Dea with a nominal value of around $4.9 billion that will be transferred to Harbour at closing. The agreed enterprise value for the Wintershall Dea assets amounts to $11.2 billion. In exchange, at closing, the shareholders of Wintershall Dea – BASF (72.7%) and LetterOne (27.3%) – will receive total cash consideration of $2.15 billion (BASF share: $1.56 billion) and new shares issued by Harbour equating to a total shareholding in the enlarged Harbour of 54.5% (BASF share: 39.6%). Subject to regulatory approvals, closing is targeted for Q4 2024īASF, LetterOne and Harbour Energy plc (Harbour) today (December 21, 2023) signed a business combination agreement to transfer Wintershall Dea’s E&P business consisting of its producing and development assets as well as exploration rights in Norway, Argentina, Germany, Mexico, Algeria, Libya (excluding Wintershall AG), Egypt and Denmark (excluding Ravn) as well as Wintershall Dea’s carbon capture and storage (CCS) licenses to Harbour.BASF and LetterOne to receive cash consideration and share in the combined company.E&P business of Wintershall Dea, excluding Russia-related activities, to be transferred to Harbour Energy plc.

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