Sibneft
and YUKOS finalise merger
Posted: 3 October 2003
The principal shareholders of OAO Sibneft and YUKOS Oil Company
have finalised the previously announced transaction creating YukosSibneft
Oil Company, Russia 's largest oil and gas group.
'This unprecedented transaction was successfully completed in less
than six months demonstrating the top professional skills of the
joint management team," stated YUKOS CEO Mikhail Khodorkovsky.
- "In the near future we will begin the process of making YukosSibneft
a truly major player in the international energy market."
"With the completion of this transaction, YukosSibneft takes
its place among the world's top energy companies. The speed with
which we completed the principle steps in the merger process shows
how well these two companies fit together, and we expect the resulting
synergies will immediately translate into strong operational and
financial performance," said Sibneft President Eugene Shvidler.
On October 2, 2003, YUKOS effected the final $1.25 billion payment
for shares representing 20% minus one share of Sibneft's authorised
capital. The total cash consideration for the Sibneft shares was
$3 billion.
On October 3, 2003, YUKOS took ownership of 3 413 735 740 shares
of Sibneft (equal to 72% plus 1 share of total authorised capital)
in exchange for 702 397 159 shares (26.01%) of YUKOS Oil Company.
Both newly- and previously-issued stock of YUKOS Oil Company was
used for the purpose of the share exchange with Sibneft. The total
number of newly issued shares was 463 524 307 , including 6 481
placed as part of the pre-emptive right exercise and 463 517 826
shares placed under closed subscription among companies representing
the principal shareholders of Sibneft. Following registration of
a report with the Federal Commission on the Securities Market of
the Russian Federation on the results of the new share issuance,
there will be a total of 2 700 488 885 shares for the combined company.
On November 28, 2003, an extraordinary shareholders' meeting of
YUKOS Oil Company will consider amendments to YUKOS' corporate Charter
including the official name change to YukosSibneft Oil Company,
as well as the election of a new Board of Directors and the approval
of an interim dividend.
The revised draft of the Charter contemplates, among other things,
the creation of a Management Board that will be responsible for
the day-to day operations of the company.
The proposed changes also cover internal policies & procedures,
the number of Directors and the authorities of the Board of Directors.
For more information see www.yukos.com.
Posted by Richard Price,
Editor Pipeline Magazine
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