WFW advises OMV on circa US$1bn disposal

10 November 2016

International law firm Watson Farley & Williams (“WFW”) has advised OMV AG (”OMV”) and OMV Exploration & Production GmbH (“OMV E&P”), a subsidiary of OMV, on the sale of 100% of the shares in its wholly owned subsidiary OMV (U.K.) Limited (“OMV UK”) to Siccar Point Energy Limited, Aberdeen. Final completion of the transaction is subject to certain approvals.

The transaction value is envisaged to amount to up to US$1bn. It consists of a firm payment of US$750m and a contingent payment related to the Rosebank Final Investment Decision of an amount of up to US$125m. In addition, the parties agreed on a purchase price adjustment with respect to CAPEX to the effective date of 1 January, 2016. This results in a further consideration to the amount of approximately US$125m.

Vienna-headquartered OMV is an integrated oil and gas company active in both the upstream and downstream sectors worldwide, and one of largest listed industrial companies in Austria.

OMV UK has interests in 22 licenses at various stages of production, development, appraisal and exploration. The portfolio includes: the Jade field (OMV share 5.6%) which is currently producing in the UK Central North Sea. The Schiehallion redevelopment (OMV share 11.8%) operated by BP and located west of the Shetland Islands is scheduled to start production in 2017. In Rosebank OMV holds a 20% share after the divestment of 30% to Suncor Energy in October 2016. Further projects – Cambo, Tornado and Suilven in the region West of Shetlands and Jackdaw in Central North Sea – are also part of the divested OMV portfolio in the UK.

The OMV legal team was led by Dr Andreas Aigner (Head of Department, M&A Legal) and Dr Michael Riegler (Senior Legal Counsel, M&A Legal, OMV AG), supported by Michelle Yardley (Senior Legal Counsel, OMV (U.K.) Limited).

The WFW London team advising OMV was led by energy & infrastructure Partner John Conlin, working closely with corporate Partner Andy Savage. Core team members were corporate Senior Associate Sarah Williamson, energy & infrastructure Senior Associate Rod Chooramun, tax Partners Tom Jarvis and Richard Stephens, energy & infrastructure Partner Pauline Page and finance Partner Joe Levin. Specialist team members included real estate Partner Hetan Ganatra, corporate Partner Dearbhla Quigley, employment Partner Angharad Harris, dispute resolution Partner Andrew Hutcheon, competition Partner Jeremy Robinson, Senior Associates Peter Rutledge (real estate), Philip Minnis (employment), Heike Trischmann (corporate), Jenny Hodges (corporate) and Nick Walker (environment and planning) and Associates Andrew Slucky (corporate), Andrea Bhamber (corporate), Rob Firth (tax), Nehal Khan (finance), Jessica Lever (energy & infrastructure), Craig Bruce (energy & infrastructure) and Vineet Budhiraja (competition).

John Conlin comments: “We are delighted to have had the opportunity to advise our long-standing client, OMV, by assisting it, and its subsidiary, OMV E&P, on this major step in the optimisation of its upstream portfolio and the strengthening of its focus on low cost regions. In addition, this transaction also clearly indicates that there is material interest from new entrants in mature basins like the North Sea which should be hugely encouraging to the oil and gas sector in the UK”.