GABON: Maurel & Prom Signs SPA for the Acquisition of Assala

Etablissements Maurel & Prom S.A. has announced that, following a bid process, its Board of Directors approved the signature of, and M&P has signed, a Share Purchase Agreement (SPA) with Carlyle International Energy Partners (Carlyle) for the acquisition of 100% of the shares in Assala Energy Holdings Ltd. and all of its subsidiary entities holding the Assala group’s entire upstream and midstream asset portfolio in Gabon.

Olivier de Langavant, Chief Executive Officer of M&P, stated: “The acquisition of Assala represents a step
change for M&P. The combination of our portfolios provides the Group with a large operated base of longlife, low-cost onshore assets offering long-term visibility and substantial development potential in a stable country where M&P has been operating for over fifteen years. Assala’s management has done a great job in turning around the assets acquired from Shell in 2017, and M&P intends to continue building on this success story with the ongoing support of the combined workforce. The support of our controlling
shareholder Pertamina allows us to benefit from attractive financing terms for this acquisition, which will
further enhance value creation for all our shareholders”.

Morgan Stanley, Hannam & Partners, and Mandiri Sekuritas acted as financial advisors to M&P on the
Transaction. Herbert Smith Freehills Paris LLP acted as legal advisors to M&P on the Transaction, and
Bracewell LLP acted as legal advisors to M&P on the financing of the Transaction.
The Transaction remains subject to various approvals, including from the Republic of Gabon and CEMAC
(Communauté Economique et Monétaire de l’Afrique Centrale) merger control clearance. The closing of
the Transaction is expected between Q4 2023 and Q1 2024.

Transaction overview
Assala’s assets are highly complementary to M&P’s existing presence in Gabon and the combination will
offer significant operational and financial optimisation opportunities. The acquired assets are strategically
located adjacent to M&P’s existing assets in Gabon, with midstream infrastructure to be acquired
including the Gamba oil terminal and connected pipelines, which will allow M&P to control the
transportation and distribution of all of its production within the country. Both M&P and Assala operate
nearly all of their oil production, which provides meaningful leverage to optimise operations and costs
across the combined portfolio.

Assala produced 40.7 kbopd on a consolidated working interest basis for the first half of 2023, with
consolidated working interest 2P reserves estimated by M&P at 97 mmbbls as of 31 December 2022. The
Transaction will enable M&P to reach critical scale with proforma consolidated working interest
production for the group of 67.8 kboepd (including 64.4 kboepd of operated production) in the first half
of 2023, of which 56.5 kbopd in Gabon.

The Transaction will create a leading onshore operator in Gabon, benefiting from:

  • Diversified, low-cost onshore production across nine fields, with over 99% of operated
  • Reserves growth potential thanks to exploration and appraisal opportunities;
  • Long-term value creation potential via the possible monetisation of gas resources;
  • Independent infrastructure, with access to own pipeline network and oil export terminal;
  • Skilled local workforce and talented management with a strong track record of asset development
    and optimisation; and
  • Strong focus on delivery of ESG targets, social investment, waste management and carbon
    Simultaneous to the Transaction and based on the same economic terms as M&P’s acquisition, the
    Gabonese government will increase its participation in Assala’s subsidiary Assala Gabon from 25% to
    27.5%, with an option to increase it by another 12.5% on similar terms over the next 5 years. This
    demonstrates the strong partnership and the alignment of interest between M&P and the Gabonese

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