Monthly M&A Insider - Mergermarket

Deal of the month
Target: MOL Hungarian Oil and Gas Public Limited Company Announced: 30 March 2009
Bidder: OJSC Surgutneftegaz Deal value: €1,415m
Seller: OMV AG Deal nature: Public, Cross border
Description:
• OJSC Surgutneftegaz, the listed Russia based oil and gas
company has agreed to acquire a 21.2% stake in MOL
Hungarian Oil and Gas Public Limited Company, the listed
Hungary based oil and gas group, from OMV AG, the
listed Austria based oil and gas exploration group, for a
total consideration of HUF 426bn (€1.415bn).
Terms:
• OJSC Surgutneftegaz acquired 22.18m MOL shares.
• The implied offer price of HUF 19,212 (€63.77) per
share represents a premium of 93.27% over MOL
Group’s closing price of HUF 9,940 (€33.13) per share
as of 27 March 2009, the last trading day prior to the
announcement and a premium of 115.86% over MOL
Group’s closing price of HUF 8,900 (€29.73) per share as
of 27 February 2009, one month prior the announcement
date.
• The implied equity value of the transaction is HUF
2,008bn (€6.66bn).
Rationale:
• The transaction is in line with Surgutneftegas’s strategy
to strengthen its market share in Europe.
Expected Completion:
• The deal closed on 30 March 2009.
CEE and CIS
Background:
• MV’s decision to sell its stake comes after its failed
attempt to acquire MOL Group. OMV decided to
terminate its negotiations in August 2008, after the offer
was rejected by MOL’s board of directors and due to
restrictions indicated by the European Union.
Exit multiples – Y/E [31/12/08] Premium analysis
Multiples Value (€m) Offer price per share (€) 62.64
Revenue 0.6 x 14,728.15 1 day before 89.82%
EBITDA 6.4 x 1,442.99 1 month before 111.48%
EBIT 11.4 x 809.82 1 day after 83.75%
Earnings 9.9 x 557.23 Pre-rumour -
Advisers
Target/Seller Bidder
Financial JPMorgan Financial -
Legal - Legal Akin Gump Strauss Hauer & Feld
PR - PR -
Monthly M&A report – 184