Oando Energy Resources completes US$1.5 billion acquisition of ConocoPhillips’ Nigerian upstream oil and gas business

Fasken Martineau advised TSX listed Oando Energy Resources Inc. (“OER”), a company focused on oil and gas exploration and production in Nigeria, in the completion of its acquisition of the Nigerian upstream oil and gas business of NYSE listed ConocoPhillips for a total cash consideration of US$1.5 billion. The transaction involved the acquisition of ConocoPhillips’ Nigerian oil and gas business, consisting principally of: Phillips Oil Company Nigeria Limited (“POCNL”), which holds a 20% non-operating interest in Oil Mining Leases (“OMLs”) 60, 61, 62 and 63, as well as related infrastructure and facilities in the Nigerian Agip Oil Company Limited Joint Venture (“NAOC JV”). The NAOC JV includes 40 discovered oil and gas fields, of which 24 are currently producing;  Conoco Exploration and Production Nigeria Limited (“CEPNL”), which holds a 95% operating interest in OML 131 located 70 km offshore; and  Phillips Deepwater Exploration Nigeria Limited (“PDENL”), which holds a 20% non-operating interest in Oil Prospecting Licence (“OPL”) 214 located 110 km offshore. OER now owns all of the issued share capital of POCNL, CEPNL and PDENL, which will contribute significantly to the cashflows of the company and has enabled OER to position itself as one of the leading oil and gas companies in Nigeria. This is one of the first transactions where an international oil company has sold to a locally owned indigenous company on free market terms using international financing. Fasken Martineau advised Oando Energy Resources with a team led by Abayomi Akinjide that included Al Gourley, Jodi Katz, Vanessa McMinn, Laura Bradley in London and John Elias, Mitch Thaw, Krisztián Tóth, William Bies and Aaron Atkinson in Toronto and Brian Mainwaring in Calgary.