Eni and Vår Energi to acquire Neptune Energy Group for $4.9B

Eni International (“Eni”) along with Vår Energi (“Vår”) have reached an agreement to acquire Neptune Energy Group Limited (“Neptune”) for an aggregate enterprise value (subject to customary adjustments) of $4.9 billion. 

Founded in 2015 in the UK, Neptune is an independent exploration and production company with a portfolio of gas-oriented assets and operations in Western Europe, North Africa, Indonesia and Australia. Neptune was and is currently owned by China Investment Corporation, funds advised by each of 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 German operations will be carved out prior to the Eni transaction and the Norwegian operations, will be acquired by Vår directly from Neptune under a separate share purchase agreement (the “Vår 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. 

The sale is subject to customary conditions, including receipt of necessary regulatory and governmental clearances, and is expected to close in the first quarter of 2024. 

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 advisors 

White & Case as legal advisor to Eni and HSBC acted as exclusive financial advisor to Eni. Ernst & Young as tax and financial due diligence advisor to Eni. 

The White & Case team that advised on the transaction was led by partners Michael Immordino (London & Milan) and Leonardo Graffi (Milan), supported by partners Ferigo Foscari, Alessandro Seganfreddo (both Milan) and Richard Jones (London), local partner Andrea Pretti (Milan), associates Nicolò Miglio, Valerio Bianchi (both Milan) and Elena Ruggiu (London) and lawyers Vincenzo Ferrini and Roberta Monasterolo (both Milan). Oil & gas industry expertise was provided by partners David Baker, David Lewis (both London) and Stephen Carlton (Melbourne) and associates Iman Algubari, Henry Brendon, Kathleen McConchie, Lauren Vallender (all London) and Ziad Gadalla (Cairo). Finance expertise was provided by partner Evgeny Scirto Ostrovskiy (Milan & London), local partner Bianca Caruso (Milan) and associates John Sanders, Beatrice Bertuzzi (both Milan) and Andrew Paget (London). Tax expertise was provided by partner Will Smith (London) and associate Lily Teh (London). 

Freshfields Bruckhaus Deringer (‘Freshfields’) acted as international counsel on the transaction while Sharkawy & Sarhan acted as Egyptian legal adviser to China Investment Corporation, funds advised by The Carlyle Group and CVC Capital Partners, founder Sam Laidlaw, and certain management owners. 

The Freshfields team is being led by partners Graham Watson and Alon Gordon, with support from a team across the network, including partners Toby Bingley, Tom Godwin and Charles Hayes. BAHR is advising on Norwegian law matters, with a team led by partners Thomas Svensen and Trond Lingaas

Sharkawy & Sarhan Oil & Gas team was led by partner Heba Anwar Raslan who was closely supported by associate Farahnaz Abdel Bary