March 13, 2007 12:33 ET

Statoil/Hydro: Merger Plan Signed by the Boards of Directors

STAVANGER, NORWAY -- (MARKET WIRE) -- March 13, 2007 -- The boards of directors of Statoil (OSE:STL, NYSE:STO) and Hydro (OSE:NHY, NYSE:NHY) have now signed the final plan for the demerger of Hydro as part of the merger between Hydro's petroleum division and Statoil ASA.

Hydro's shareholders will own 32.7% and Statoil's shareholders will own 67.3% of the merged company. As recompense for the transfer of Hydro's petroleum division, Hydro's shareholders will receive a 0.8622 share in the merged company for every share they own in Hydro.

The reason for the merger is a mutual desire to create a globally competitive player in the petroleum industry and to be the world's biggest offshore operator.

The boards of directors have emphasised that the merger is a growth-oriented response to the challenges facing the industry, that strengthened international competitiveness will be achieved and long-term growth secured on the Norwegian continental shelf. Once the merger has been completed, the new company will comprise around 31,000 employees, of which around 5,000 will come from Hydro.

The name of the merged company will from the date of merger completion be called StatoilHydro ASA. The parties will submit their merger proposals for approval at the extraordinary general meetings of Statoil and Hydro, respectively.

Statoil will shortly submit a registration document on Form F-4 to the US Securities and Exchange Commission (SEC) that contains a draft prospectus regarding the merger. The draft will be made public via a stock market announcement on the Oslo stock exchange (Oslo Børs). After the SEC has approved the registration document, a final information document will be sent to Statoil and Hydro shareholders, no later than coincident with the notice of the extraordinary general meetings which will consider the merger plan.

Further attachments to the merger plan will be made public via a stock market announcement on 14 March 2007.


This document does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.

An offer of securities in the United States pursuant to a business combination transaction will only be made through a prospectus which is part of an effective registration statement filed with the US Securities and Exchange Commission. Norsk Hydro shareholders who are US persons or are located in the United States are advised to read the registration statement when and if it is declared effective by the US Securities and Exchange Commission because it will contain important information relating to the proposed transaction. You will be able to inspect and copy the registration statement relating to the proposed transaction and documents incorporated by reference at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580,Washington, D.C. 20549. Statoil's SEC filings are also available to the public at the SEC's web site at In addition, Statoil will make the effective registration statement available for free to Norsk Hydro's shareholders in the United States.

Copyright © Hugin ASA 2007. All rights reserved.

Contact Information

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