Enauta has signed a memorandum of understanding (MoU) with 3R Petroleum and Maha Energy regarding the potential transaction involving the integration of Enauta and 3R’s activities, which would create one of the largest oil and gas companies in Latin America.
The MoU provides for assumptions, terms and general conditions governing the potential transaction, including the exchange of participation currently held by Maha in a company controlled by 3R for a direct participation in 3R.
Under the potential transaction, Enauta will be incorporated by 3R, and Enauta’s shareholders will receive new shares of 3R so that the share capital of the new integrated company will be represented by 53% of 3R shareholders and 47% of Enauta shareholders, subject to adjustments.
The potential transaction also envisages the roll-up of Maha's 15% stake in 3R Offshore so that it receives 2.17% of the new integrated company, subject to terms and conditions provided for in the MoU, including a fairness opinion.
The structure of the potential transaction, including the exchange ratio to be established, is subject to changes and usual adjustments for this type of transaction and due diligence results.
The implementation of the potential transaction is subject to execution of definitive documents and conditions precedent, including approval by Enauta and 3R shareholders and legal and regulatory approvals, including Brazil’s Administrative Council for Economic Defense – CADE.