Business Context and Reporting Period
This Form 6-K filing by Statoil ASA, dated September 28, 2007, announces the final implementation plan for the merger between Statoil and the petroleum business of Norsk Hydro ASA. The transaction is scheduled to be completed on October 1, 2007, resulting in the formation of a new entity named StatoilHydro ASA.
Key Financial Metrics
The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period. The document focuses exclusively on the mechanics of the merger and share exchange.
- New Share Capital: NOK 7,971,617,757.50
- Total Shares: 3,188,647,103
- Nominal Value per Share: NOK 2.50
- Exchange Ratio: 1 Norsk Hydro ASA share entitles the holder to 0.8622 StatoilHydro ASA shares.
Material Changes
The primary material change is the corporate restructuring via merger. Key operational changes include:
- Trading Status: September 28, 2007, is the final trading day for Norsk Hydro ASA shares. October 1, 2007, will be the first trading day for StatoilHydro ASA shares.
- Corporate Name: The registrant will change its name to StatoilHydro ASA post-merger.
- Shareholder Registry: Eligibility for new shares is based on holdings registered on October 3, 2007 (reflecting T+3 settlement of September 28 trades).
Outlook, Risks, and Unusual Items
Management commentary is limited to the logistical timeline of the merger. There are no explicit financial risks or contingencies detailed in this specific text, other than the standard handling of fractional shares.
- Fractional Shares: No fractional shares will be issued. They will be aggregated, sold in the market, and net proceeds distributed proportionally to affected shareholders.
- Timeline: Consideration shares will be delivered via the Norwegian Central Securities Depository (VPS) on October 3, 2007, and available in accounts on October 4, 2007. Cash proceeds for fractions are expected on October 11, 2007.
- Identifiers: The STL ticker code and ISIN number (NO0010096985) remain unchanged.
Investor Verification Checklist
- Confirm the exact exchange ratio of 0.8622 StatoilHydro shares per Norsk Hydro share.
- Verify the record date of October 3, 2007, for determining share entitlement.
- Check the settlement timeline for fractional share cash proceeds (expected October 11, 2007).
- Confirm the new share capital structure of NOK 7.97 billion.