10/30/2013 Investment of E.ON and Cambuhy in OGX Maranhão Petróleo e Gás S.A.and Sale by OGX of its Stake in OGX Maranhão to Cambuhy

OGX Petróleo e Gás Participações S.A. (“OGX”), in compliance with article 157, paragraph 4 of Brazilian Law No. 6.404/76 and CVM Rule No. 358/02, announced today that it has entered, together with certain of its subsidiaries, into a Subscription Agreement (“Subscription Agreement”) with Cambuhy Investimentos Ltda. (“Cambuhy”), Eneva S.A. (“Eneva”) and DD Brazil Holdings S.a.r.l. (“E.ON”) pursuant to which, and subject to the terms and conditions set forth therein, Cambuhy and E.ON have agreed to invest in OGX Maranhão Petróleo e Gás S.A. (“OGX Maranhão”) a total amount of approximately R$250,000,000 (two hundred and fifty million Brazilian Reais). The investment will be carried out through a capital increase at OGX Maranhão, in which Cambuhy will subscribe for newly issued shares equivalent to R$200,000,000 (two hundred million Brazilian Reais) and E.ON will subscribe for newly issued shares equivalent to R$50,000,000 (fifty million Brazilian Reais) (“Capital Increase”). The transaction will be carried out as follows:


(i) OGX Maranhão’s shareholders approved a Capital Increase in the total amount equivalent to R$250,000,000 (two hundred and fifty million Brazilian Reais);


(ii) ENEVA shall transfer its subscription rights in the Capital Increase to Cambuhy and E.ON;


(iii) Cambuhy and E.ON have agreed to subscribe for R$200,000,000 (two hundred million Brazilian Reais) and for R$50,000,000 (fifty million Brazilian Reais) respectively.


The Company and Cambuhy Investimentos Ltda. have entered into a Share Purchase Agreement (“SPA OGX”), whereby Cambuhy has agreed to purchase from the Company its remaining stake in OGX Maranhão for a purchase price of R$200,000,000 (two hundred million Brazilian Reais), which settlement is subject to certain terms and conditions including but not limited to the antitrust approval (CADE), ANP (Agencia Nacional de Petróleo) approval and creditors’ approval.


The transaction also includes the termination of a certain shared cost agreement, pursuant to which the Company will receive the amount of approximately R$144,000,000 (one hundred and forty four million Brazilian Reais), corresponding to the net value of the outstanding debt of OGX Maranhão with the Company, to be paid under certain agreed conditions as follow:


(i) R$50,000,000 on the date of the Capital Increase;


(ii) R$10,000,000 in five monthly installments from July to November 2014; and


(iii) Approximately R$45,000,000 in January 2015


In addition, MPX Austria will pay approximately US$20,000,000 to Parnaiba B.V with regards to the acquisition of equipment currently leased by OGX Maranhão.


Also on the date hereof, ENEVA, E.ON and Cambuhy have entered into a new shareholders agreement, which will be effective upon the consummation of the Capital Increase (“New Shareholders’ Agreement”). Subject to the same conditions for effectiveness, the Company, on the one hand, and Cambuhy, E.ON and ENEVA, on the other hand, have also entered into a second shareholders’ agreement (“OGX New Shareholders’ Agreement”), which grants the Company certain minority rights. The new shareholders’ agreements will replace and supersede the current OGX Maranhão shareholders’ agreement entered into between the Company and ENEVA.


The closing of the transactions described in this notice are subject to, among other customary conditions precedent, the approval by CADE, ANP and the Company’s creditors, to the extent required by applicable law.


OGX will keep its shareholders and the market informed of any further developments on this matter.
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OGX 2.0

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 Press department contact

 
  • Contatos:

    Daniele Rivera

    +55 (21) 2163-7568

    daniele.rivera@ogx.com.br 

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The first 30 wells drilled by OGX have a total extension of 138 kms, equivalent to the distance between Rio de Janeiro and Volta Redonda​