PRIO on Dommo acquisition

Petro Rio S.A. (“PRIO”) informs its shareholders and the market in general that it has entered into a memorandum of understanding (“MOU”) with Prisma Capital Ltda. (“Prisma”) for the potential business combination of Dommo Energia S.A. (“Dommo”) (B3: DMMO3) and PRIO (“Transaction”).

As per the MOU, the Transaction will be implemented through the incorporation of the totality of shares issued by Dommo, by a directly or indirectly controlled subsidiary of PRIO, so that, for each 1 (one) share of DMMO3, the shareholders of Dommo will receive redeemable shares of the incorporating entity, which will be redeemed by the delivery, upon the choice of each shareholder of Dommo, of (i) 0.05 common shares of PRIO3 on the date of the Transaction or (ii) R$ 1.85, to be paid in up to 90 days after the date of the Transaction.

The MOU also states that for 6 (six) months after signature, Prisma commits, for itself and its affiliates, to grant PRIO exclusive negotiating rights and to complete the Transaction.

The conclusion of the Transaction is subject to the usual conditions precedent of transactions of this nature, such as approval in Dommo’s shareholders meeting, which will be called when ready, and by the Brazilian antitrust authority (“CADE”), among others.

Dommo has the rights to 5% (after royalties) of the Polvo and Tubarão Martelo cluster’s revenues. The cluster, located in the south of the Campos Basin, currently produced approximately 17.5 thousand barrels of oil per day, and will be subject to another revitalization campaign in the future.

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