Moscow, May 14, 2003. OAO Sibneft and YUKOS Oil Company announced today that definitive agreements have been signed between the principal shareholders of Sibneft and YUKOS under which YUKOS:
- will acquire shares representing 20% of the issued share capital of Sibneft less one share for a total cash consideration equivalent to USD 3 billion (“Share Purchase”) and
- will acquire up to 72% of the issued share capital of Sibneft plus one share in exchange for up to 26.01% of the fully diluted share capital of the new YukosSibneft (“Share Exchange”).
The Share Purchase and Share Exchange are currently scheduled for completion on December 31, 2003. Completion of both the Share Purchase and the Share Exchange is subject to the satisfaction of a number of conditions including shareholder and regulatory approvals and completion of due diligence by both parties.
Sibneft principal shareholders and YUKOS have also agreed that the combined company will have moderate leverage. It is intended that the total net debt at December 31, 2003 will not exceed USD 5 billion subject to possible adjustment if agreed between the parties in the case of new acquisitions. The individual net debt positions of both companies prior to completion will reflect their relative values as parts of the combined entity.
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. 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.