CNOOC Ltd to acquire OPTI Canada

OPTI Canada Inc. has entered into an agreement with CNOOC Luxembourg S.à r.l, an indirect wholly-owned subsidiary of CNOOC Ltd, pursuant to which indirect wholly-owned subsidiaries of CNOOC Ltd, will acquire the Second Lien Notes and all of the outstanding shares of OPTI.
The total value of the Transaction is USD 2.1 billion, which includes net consideration of USD 1,179 million payable to holders of OPTI’s Second Lien Notes, USD 37.5 million payable to backstop parties, USD 34 million payable to shareholders and the assumption of USD 825 million First Lien Notes.
Pursuant to the terms of the Arrangement Agreement, CNOOC Ltd, through its subsidiaries, will: acquire OPTI’s USD 1 billion 8.25% Senior Secured Notes due 2014 and USD 750 million 7.875% Senior Secured Notes due 2014 for a net cash payment of USD 1,179 million; acquire all existing issued and outstanding common shares of OPTI for a cash payment of USD 34 million equal to USD 0.12 per common share; and assume, in accordance with the notes’ indentures, the Company’s USD 300 million 9.75% First Lien Notes due 2013 and its USD 525 million 9.00% First Lien Notes due 2012.
The Board of Directors of OPTI has determined that the Transaction is in the best interest of the Company and voted unanimously in favour of the Transaction.
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