Sibneft Principal Shareholders and YUKOS Oil Company Finalize Merger Transaction
Moscow, October 3, 2003. - The principal shareholders of OAO Sibneft and YUKOS Oil Company have finalized 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 authorized 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 authorized 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.
Forward-Looking Statements. Some of the information in this press release may contain projections or other forward-looking statements regarding future events or future financial performance. You are cautioned that these statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that cannot be predicted with certainty. Accordingly, actual outcomes and results may differ materially from what has been expressed or forecasted in the forward-looking statements. There is no intention to update these statements to make them conform with actual results.
This document does not constitute an offer or invitation to subscribe for, purchase or sell any securities and no part of it shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. The term “merger”, as used in this document, does not imply changes to the legal organizational form of YUKOS or Sibneft. In addition, none of the securities of YUKOS or Sibneft have been registered under the United States securities laws and consequently may not be offered, sold or delivered within the United States absent registration under, or an applicable exemption from, the registration requirements of the United States securities laws.