Non-Integral Shareholding in Wintershall Dea

On January 17, 2023, Wintershall Dea announced its full exit from Russia in compliance with all legal requirements. In this context, Wintershall Dea is implementing a legal separation of its Russia-related business. This comprises the interest in the joint ventures in Russia, the shareholdings in Wintershall AG (51% interest) in Libya and Wintershall Noordzee BV (50% interest) in the Netherlands as well as the interest in Nord Stream AG (15.5% interest).

On December 21, 2023, BASF, LetterOne and Harbour Energy plc (Harbour) signed an agreement to combine the businesses of Wintershall Dea and Harbour. Accordingly, the E&P business of Wintershall Dea is to be transferred to Harbour; it comprises production and development assets as well as exploration rights in Norway, Argentina, Germany, Mexico, Algeria, Libya (excluding Wintershall AG), Egypt and Denmark (excluding Ravn), and Wintershall Dea’s carbon storage (CCS) licences. In exchange, the shareholders of Wintershall Dea will receive a total cash consideration of $2.15 billion (BASF interest: $1.56 billion) on completion of the transaction as well as new shares to be issued by Harbour, equating to a total 54.5% shareholding in the enlarged Harbour (BASF interest: 39.6%). The agreed enterprise value for Wintershall Dea’s assets amounts to $11.2 billion. On completion of the transaction, Wintershall Dea’s outstanding bonds with a nominal value of around $4.9 billion will be transferred to Harbour.

In 2022, the combined business had pro forma sales of $13.5 billion and EBITDAX¹ of $10.3 billion. Overall, production volumes of Harbour and Wintershall Dea amounted to 526 thousand barrels of oil equivalent per day in 2022. At the end of 2022, combined 2P reserves stood at 1.5 billion barrels of oil equivalent.

Until the completion of the transaction, Wintershall Dea and Harbour will continue to operate separately as independent companies. The transaction is subject to antitrust approvals and official approvals for foreign investments, among other things, in various countries. Subject to these regulatory approvals, closing is targeted for the fourth quarter of 2024.

Wintershall Dea’s headquarters and its employees are not part of the transaction with Harbour. This means that, in addition to the restructuring initiated in September 2023, further restructuring and ultimately the closure of the headquarters in Kassel and Hamburg, which currently employ around 850 people, will be necessary. Harbour intends to take on some employees from the current headquarters into the combined company. Further details are currently being elaborated as part of a more detailed review between signing and closing. In 2023, Wintershall Dea already reduced its Management Board from five to three members. In 2023, Wintershall Dea recognized the necessary provisions for the implementation of the upcoming restructuring measures.

With this agreement, BASF is taking a major step toward achieving its announced strategic goal of exiting the oil and gas business. Completion of the transaction will create opportunities for BASF to monetize its shares in the combined company, as Harbour is listed on the London Stock Exchange.

In March 2024, Wintershall Dea signed an agreement with SEFE Securing Energy for Europe GmbH (SEFE) to sell its 50.02% share in WIGA Transport Beteiligungs-GmbH & Co. KG and WIGA Verwaltungs-GmbH (together WIGA) to SEFE. Subject to regulatory approvals, the transaction is expected to close in summer 2024.
 

1 EBITDAX is defined as sales revenue and other income less production and operating expenses, less production-related taxes and less general administrative expenses, adjusted for special effects.

In 2023, Wintershall Dea had revenues and other income of €9.1 billion (€16.9 billion in 2022), income from operations before depreciation, amortization and exploration (EBITDAX) of €4.2 billion (€5.9 billion in 2022) and adjusted net income of €0.5 billion (€0.9 billion in 2022). Total production of Wintershall Dea (excluding Libya onshore) was 323,000 barrels of oil equivalent per day (BOEPD) (321,000 BOEPD in 2022). As of December 31, 2023, proven and probable reserves stood at 1.3 billion BOE, corresponding to a reserve to production ratio of 11 years.

1 Unaudited figures

2 EBITDAX is defined as sales revenue and other income less production and operating expenses, less production-related taxes and less general administrative expenses, adjusted for special effects.
3 Adjusted net income is derived from EBITDAX less depreciation and amortization, less exploration expenses, plus financial income, less financial expenses and less income taxes, adjusted for special items and tax effects on adjusted special items and disregarded items (e.g., impairments on assets).

Production 2023 by region (excluding Russia)

Proven and probable reserves (2P) 2023 by region (excluding Russia)