Eni to acquire natural gas-oriented Neptune Energy for $4.9 billion

(WO) – Eni S.p.A., along with Vår Energi ASA, has reached an agreement to acquire Neptune Energy Group Limited.

Neptune is a leading independent exploration and production company with a world-class portfolio of gas-oriented assets and operations in Western Europe, North Africa, Indonesia and Australia. The portfolio is competitive in terms of cost and low operational emissions. Neptune was founded in 2015 by Sam Laidlaw and is currently owned by China Investment Corporation, funds advised by Carlyle Group and CVC Capital Partners, and certain management owners.

Eni will acquire assets comprising Neptune’s entire portfolio, other than its operations in Germany and Norway. The German operations will be carved out prior to the Eni transaction, and the Norwegian operations will be acquired by Vår directly from Neptune under a separate share purchase agreement.

Under the agreed terms, the Neptune Global Business will have an Enterprise Value of c.$2.6 billion, while the Neptune Norway Business will have an Enterprise Value of c.$2.3 billion.

The transaction represents an exceptional fit for Eni. It complements Eni’s key areas of geographic focus and supports its objective of increasing the share of natural gas production to 60% and reaching net zero emissions (Scope 1+2) from the Upstream business by 2030.

The transaction aligns with Eni’s strategy of providing affordable, secure and low carbon energy to society, for which natural gas remains an important source. The transaction is also consistent with Eni’s operating and financial framework, as well as the targets set out in Eni’s 2023-2026 Plan, delivering earnings and cashflow accretion, additional shareholder value and remuneration upside.

Specifically, the transaction has the following benefits:

• As of Dec. 31, 2022, reported 2P reserves of c.484 MMboe, of which c.386 MMboe are net to Eni’s portfolio, and of which c. 80% is natural gas. The transaction equates to a 2P acquisition cost of $10.1/boe. In addition, there is significant additional contingent resource upside.
• For the year ended 31 December 2022, Neptune reported revenues of c.$1.22bn and EBITDAX of c.$0.95bn for the Neptune Global Business.
• The transaction will add around 130 Mboed to the Eni and Var portfolios. From this, Eni estimates the transaction will add more than 100 Mboed of low emission production over 2024-2026, of which more than 70% will be natural gas (compared to 53% for Eni in 2022), with almost all of that amount capable of supplying OECD markets via pipeline or LNG.
• Eni expects to generate G&A and industrial synergies to a value of over $0.5 billion, with additional cost synergies, exploration and development including more CCS, financial and midstream value upside potential.

Commenting on the transaction, Eni’s CEO, Claudio Descalzi, said “Eni sees gas as a critical bridge energy source in the global energy transition and is focused on increasing the share of its natural gas production to 60% by 2030. Neptune will contribute predominantly gas resources to Eni’s portfolio. Moreover, the geographic and operational overlap is striking, adding scale to Eni’s majority-owned Vår Energi; bringing more gas production and CCUS opportunities to the remaining North Sea footprint; building on Eni’s leading position in Algeria – a key supplier to European gas markets; and deepening Eni’s presence in offshore Indonesia, supplying the Bontang LNG plant and domestic markets.

“We also expect the added supply to provide further optimization opportunities for Eni’s GGP operations. Indeed, we see the transaction adding around 4 Bcm of gas supply for European consumers. A critical element of the transaction is also the low-cost supply and accretive cashflow it provides to Eni. It therefore supports our commitment to an attractive and resilient dividend and adds to the potential for share buybacks that make up the balance of the 25-30% of CFFO we have committed to distribute.

“The nature and challenges of the energy transition require a focused response and in particular this transaction highlights two important aspects of Eni’s financial strategy – the flexibility and optionality that our strong liquidity and low balance sheet leverage offer; and our innovative satellite model which helps to align and access dedicated capital”.

Neptune Global Business

2023. UK. In 2022, Neptune produced 15 Mboed, of which most relates to natural gas production from its operated and long-life Cygnus field, the UK’s largest single gas producer. Additionally, Neptune is currently developing the operated Seagull field, which is due to come onstream in 2H 2023. In 2022, Eni produced 44 Mboed in the UK mainly from the non-operated Elgin Franklin and J-Block.

Netherlands. In 2022, Neptune produced 18 Mboed, of which most relates to natural gas production. Neptune is the largest producer in the Dutch North Sea and operates several key offshore hubs, which provide opportunity to efficiently add new reserves and production through infill drill and tiebacks. Eni does not have E&P operations in the Netherlands, but the additional source of gas supply will improve the geographical and pipe versus LNG diversification of our well established and successful midstream gas GGP operations.

Algeria (and Egypt). Neptune operates the Touat field in Algeria. Touat production is currently suspended but will restart once upgrades to the processing facilities are complete with plateau production at 100% of over 400 MMscfd ( roughly 70 Mboed). Neptune production from the Western Desert in Egypt in 2022 was 3 Mboed. In 2022, Eni produced 95 Mboed in Algeria and 346 Mboed in Egypt. In the context of the war in Ukraine, Algeria has become a key supplier of gas to Europe. Eni, as the leading IOC in the country, has taken a leading role in this initiative and expects 2023 production will average more than 120 Mboed in the country.

Indonesia: Neptune production in Indonesia of over 20 Mboed came from the Eni operated Jangkrik and Merakes fields, which supply gas to the Bontang LNG facility and domestic customers. Eni production in 2022 was 62 Mboed.

Australia. Neptune maintains an interest in the Petrel project in the Bonaparte Basin, offshore Australia. Though development options for Petrel are currently being assessed, there could be optionality to leverage existing infrastructure including the Eni (100%) Blacktip field, which produces and processes gas offshore for delivery to shore.

Neptune Norway Business: In 2022, the Neptune Norway Business accounted for 58 Mboed of low cost and low emission production, of which 57% was gas or LNG. Neptune’s principal assets in the country are Snøhvit, Njord, Gudrun, Fenja, Duva, Gjøa and Fram of which Fenja, Duva and Gjøa are operated. In 2022, Neptune completed development activities on Njord and Fenja, with both expected to contribute to production growth this year. Future growth is expected to be driven by a number of short-cycle tie-back opportunities to existing infrastructure. In 2022, Vår produced 220 Mboed. The combination in Norway brings together two high performing organizations with extensive experience in exploration and project development and significant opportunities to create additional value while reducing emissions.

Low carbon. The Neptune portfolio production in 2022 was comprised of 77% gas. The Scope 1 & 2 carbon intensity of operated production in 2022 was 5.9 kgCO2eq/boe.

CCUS opportunities. Neptune is advancing CCS projects in Norway, the Netherlands and the UK with FEED at the L10 project in the Netherlands expected to commence this year. Eni regards CCS as a key lever in its decarbonization strategy targeting a gross capacity of 30Mtpa by 2030. Ravenna CCS is expected to start up in 2024 and HyNet in the UK is advancing as one of two ‘Track 1’ projects. Eni is also working on the Bacton CCS project in the UK, Bahr Essalam in Libya and other projects in Egypt, Australia and the UAE.